UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
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
Securities registered pursuant to Section 12(b) of the Act:
Title of each className of each exchange on 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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
State the aggregate market value of the voting stock held by
nonaffiliates of the registrant. N/A
DOCUMENTS INCORPORATED BY REFERENCE
None
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON
FORM 8-K
(a) Documents filed as part of this report:
1. FINANCIAL STATEMENTS
Financial Statements of the Partnership (see Index to
Financial Statements as part of Item 8 of this
Annual Report).
Financial Statements of TEMPO-LP, Inc. (see Index to
Financial Statements as part of Item 8 of this
Annual Report).
2. SCHEDULES
Financial Statement Schedules of the Partnership and
TEMPO-LP, Inc. (see Index to respective Financial
Statements as part of Item 8 of this Annual
Report).
3. EXHIBITS
(3)(a) (i) Certificate of Incorporation of TEMPO-LP,
Inc. Incorporated by reference to
Exhibit 3(a) to Registrants' Registration
Statement, No 33-6216, filed on June
4, 1986.
(ii) Certificate of Amendment of Certificate
of Incorporation of TEMPO-LP,
Inc. Incorporated by reference to
Exhibit 3(a)(ii) to Pre-Effective
Amendment No. 1 to Registrants' Registration
Statement, No. 33-6216, filed on August 25, 1986.
(3)(b) Bylaws of TEMPO-LP, Inc. Incorporated by
reference to Exhibit 3(b) of Registrants'
Registration Statement, No. 33-6216, filed
on June 4, 1986.
(3)(c) Certificate of
Limited Partnership of Dean Witter/
Coldwell Banker Tax Exempt Mortgage Fund
L.P. Incorporated by reference to
Exhibit 4(a)(i) to Pre-Effective
Amendment No. 1 to Registrants'
Registration Statement, No. 33-6216,
filed on August 25, 1986.
(3)(d) Form of Agreement of Limited Partnership.
Incorporated by reference to Exhibit D to
Registrants' Prospectus, dated October 8, 1986,
included in the Registrants' Registration
Statement No. 33-6216.
(4)(a) Certificate of Limited Partnership of
Dean Witter/ Coldwell Banker Tax Exempt Mortgage
Fund L.P. Incorporated by reference to
Exhibit 4(a)(i) to Pre-Effective
Amendment No. 1 to Registrants'
Registration Statement, No. 33-6216, filed on
August 25, 1986.
(4)(b) Form of Assigned Benefit Certificate.
Incorporated by reference to Exhibit 4(c) to Pre-
Effective Amendment No. 1 to Registrants'
Registration Statement, No. 33-6216, filed on
August 25, 1986.
(4)(c) Revised Form of Assigned Benefit
Certificate. Incorporated by reference
to Exhibit 4(c) to Registrants' Annual
Report on Form 10-K for the fiscal
year ended December 31, 1986.
(4)(d) Form of Assignment Agreement.
Incorporated by reference to Exhibit 4(d)
to Registrants' Annual Report on Form
10-K for the fiscal year ended
December 31, 1986.
(4)(e) Form of Agreement of Limited Partnership.
Incorporated by reference to Exhibit D to
Registrants' Prospectus, dated October 8, 1986,
included in the Registrants' Registration
Statement, No. 33-6216.
(10)(a) Mortgage bond, dated March 12, 1987, with
respect to Park at Landmark. Incorporated
by reference to Exhibit 10 (a) in Registrants'
Report on Form 8-K, Commission File No.
0-15764, dated March 12, 1987.
(10)(b) Mortgage bond, dated July 16, 1987, with
respect to Wildcreek Apartments.
Incorporated by reference to Exhibit
10 (a) in Registrants' Report on Form 8-
K, Commission File No. 0-15764, dated
July 16, 1987.
(10)(c) Mortgage bond, dated September 22, 1987,
with respect to Burlington Arboretum
Apartments. Incorporated by reference to
Exhibit 10 (a) in Registrants' Report on
Form 8-K, Commission File No. 0-
15764, dated September 22, 1987.
(10)(d) Mortgage bond, dated December 16, 1987,
with respect to SunBrook Apartments.
Incorporated by reference to Exhibit 10
(a) in Registrants' Report on Form 8-K,
Commission File No. 0-15764, dated
December 16, 1987.
(10)(e) Mortgage bond, dated December 21, 1987,
with respect to Highridge Apartments.
Incorporated by reference to Exhibit 10 (a) in
Registrants' Report on Form 8-K,
Commission File No. 0-15764, dated
December 21, 1987.
(10)(f) Mortgage bond, dated December 31, 1987,
with respect to Fountain Head
Apartments. Incorporated by reference to
Exhibit 10 (a) in Registrants'
Report on Form 8-K, Commission File No. 0-15764,
dated December 31, 1987.
(10)(g) Mortgage bond, dated September 23, 1988,
with respect to Pine Club Apartments.
Incorporated by reference to Exhibit 10 (a) in
Registrants' Report on Form 8-K,
Commission File No. 0-15764, dated
September 23, 1988.
(10)(h) Mortgage bond, dated November 14, 1988,
with respect to Township in Hampton
Woods Apartments. Incorporated by reference
to Exhibit 10 (a) in Registrants'
Report on Form 8-K, Commission File
No. 0-15764, dated November 14, 1988.
(10)(i) Amended mortgage bonds, dated July 29,
1994, with respect to Burlington Arboretum
Apartments. Incorporated by reference to
Exhibit 10(i) in Registrant's Report on
Form 10-K for fiscal year ended
December 31, 1995.
(21) Subsidiaries:
Landmark Acquisition Corp., a Virginia
Corporation
SBA/DW/CBTemp. Inc., a Missouri
Corporation
(b) No Forms 8-K were filed by the
Partnership during the last quarter of the
period covered by this report.
(d) Financial Statements Schedule
(1) Financial statements
of Burlington Arboretum Limited
Partnership.
(22) (a) Information
Statement furnished in connection with
the solicitation of consents, dated
December 29, 1997. Incorporated by
reference.
(27) Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrants has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
By: TEMPO-GP, Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr. Date: April 14, 1998
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: April 14, 1998
Lawrence Volpe
Controller
(Principal Financial and Accounting Officer)
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 Partnership and in the capacities
and on the dates indicated.
TEMPO-GP, Inc.
Managing General Partner
/s/William B. Smith Date: April 14, 1998
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: April 14, 1998
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: April 14, 1998
Lawrence Volpe
Director
/s/Ronald T. Carman Date: April 14, 1998
Ronald T. Carman
Director
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrants has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
By: TEMPO-LP, Inc.
By: /s/E. Davisson Hardman, Jr. Date: April 14, 1998
E. Davisson Hardman, Jr.
President
By: /s/Lawrence Volpe Date: April 14, 1998
Lawrence Volpe
Controller
(Principal Financial and Accounting Officer)
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 Partnership and in the capacities
and on the dates indicated.
TEMPO-LP, Inc.
/s/William B. Smith Date: April 14, 1998
William B. Smith
Chairman of the Board of Directors
/s/E. Davisson Hardman, Jr. Date: April 14, 1998
E. Davisson Hardman, Jr.
Director
/s/Lawrence Volpe Date: April 14, 1998
Lawrence Volpe
Director
/s/Ronald T. Carman Date: April 14, 1998
Ronald T. Carman
Director
DEAN WITTER/COLDWELL BANKER TAX EXEMPT MORTGAGE FUND, L.P.
Two World Trade Center
New York, New York 10048
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Attached is Registrant's Form 10-K/A by which the financial
statements of Burlington Arboretum Limited Partnership are
filed as financial statement schedules to Registrant's
annual report on Form 10-K for the year ended December 31,
1997.
Very truly yours,
DEAN WITTER/COLDWELL BANKER
TAX
EXEMPT MORTGAGE FUND, L.P.
Date: April 14, 1998 By: TEMPO-GP, INC.
Managing General Partner
By: /s/ C. M. Charrow
Charles M. Charrow
Assistant Controller
1
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REPORT
BURLINGTON ARBORETUM
LIMITED PARTNERSHIP
DECEMBER 31, 1997, 1996 AND 1995
Burlington Arboretum Limited Partnership
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS
BALANCE SHEETS 3
STATEMENTS OF OPERATIONS 4
STATEMENTS OF PARTNERS' DEFICIT 5
STATEMENTS OF CASH FLOWS 6
NOTES TO FINANCIAL STATEMENTS 7
SUPPLEMENTAL INFORMATION
INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL
INFORMATION 15
SCHEDULES OF EXPENSES 16
INDEPENDENT AUDITORS' REPORT
To the Partners
Burlington Arboretum Limited Partnership
We have audited the accompanying balance sheets of
Burlington Arboretum Limited Partnership as of December 31,
1997, 1996 and 1995, and the related statements of
operations, partners' deficit and cash flows for each of the
three years in the period ended December 31, 1997. 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. Those 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 Burlington Arboretum Limited
Partnership as of December 31, 1997, 1996 and 1995, and the
results of its operations, the changes in partners' deficit
and its cash flows for each of the three years in the period
ended December 31, 1997, in conformity with generally
accepted accounting principles.
Boston, Massachusetts
March 2, 1998
<TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
Balance Sheets
December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
<S> <C> <C>
<C>
ASSETS
Investment in Real Estate:
Land $ 2,074,884 $
2,074,884 $ 2,074,884
Buildings, improvements and personal property, net
22,490,754 23,163,275
23,918,733
24,565,638
25,238,159 25,993,617
Other Assets:
Cash 287,786
245,774 172,005
Tenant accounts receivable 11,295
43,085 22,741
Reserve for replacements 153,899
82,262 110,525
Security deposits funded 226,814
289,869 272,741
Prepaid expenses and other assets 124,364
100,310 95,949
Mortgage costs, net of accumulated amortization
of $818,071, $766,447, and $714,823 697,697
749,321 800,945
1,501,855
1,510,621 1,474,906
Total assets $26,067,493
$26,748,780 $27,468,523
LIABILITIES AND PARTNERS' DEFICIT
Liabilities Applicable to Investment in Real Estate:
Mortgage payable $29,326,500
$29,326,500 $29,326,500
Deferred interest and related fees on mortgage
payable 2,266,350
2,216,927 2,041,122
Advances from general partner 395,533
395,533 395,533
Advances from Dean Witter/Coldwell Banker 114,831
114,831 114,831
Accrued mortgage interest and service fees 136,858
136,858 136,858
32,240,072
32,190,649 32,014,844
Other Liabilities:
Accounts payable and accrued expenses 78,887
118,489 137,962
Accrued management fees 11,382
9,979 10,084
Prepaid rent 5,725
11,136 5,847
Security deposits payable 223,466
289,211 270,478
319,460
428,815 424,371
32,559,532
32,619,464 32,439,215
Partners' Deficit (6,492,039)
(5,870,684) (4,970,692)
$26,067,493
$26,748,780 $27,468,523
See notes to financial statements.
</TABLE>
<TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
Statements of Operations
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
<S> <C> <C>
<C>
Revenue:
Rental income $ 4,560,678 $
4,127,965 $ 3,715,751
Miscellaneous income 116,091
53,355 40,662
4,676,769
4,181,320 3,756,413
Less Vacancies 105,345
50,711 30,834
Tenant concessions and employee
and model apartments 52,810
47,809 29,639
4,518,614
4,082,800 3,695,940
Expenses:
Rental 94,680
53,118 89,766
Administrative 275,086
232,490 194,581
Maintenance 586,158
609,424 540,552
Utilities 183,782
218,443 175,816
Insurance 60,802
80,225 82,844
Management fee 156,411
121,375 118,523
Real estate taxes 245,490
246,526 254,742
1,602,409
1,561,601 1,456,824
2,916,205
2,521,199 2,239,116
Other income (expenses):
Depreciation (832,798)
(820,992) (832,030)
Amortization (51,624)
(51,624) (51,626)
Interest income 4,455
3,492 5,584
Interest expense - mortgage (2,551,006)
(2,445,480) (1,907,980)
Mortgage servicing fees (73,320)
(73,320) (73,319)
Trustee fees (3,940)
(3,940) (5,873)
Program management fee (29,327)
(29,327) (29,327)
(3,537,560)
(3,421,191) (2,894,571)
Net loss $ (621,355) $
(899,992) $ (655,455)
See notes to financial statements.
</TABLE>
<TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
Statements of Partners' Deficit
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
<S> <C> <C>
<C>
Partners' deficit, beginning $(5,870,684)
$(4,970,692) $(4,315,237)
Net loss (621,355)
(899,992) (655,455)
Partners' deficit, ending $(6,492,039)
$(5,870,684) $(4,970,692)
See notes to financial statements.
</TABLE>
<TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
Statements of Cash Flows
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
<S> <C> <C>
<C>
Cash flows from operating activities:
Net loss $ (621,355) $
(899,992) $ (655,455)
Adjustments to reconcile net loss to net cash
Provided by operating activities:
Depreciation 832,798
820,992 832,030
Amortization 51,624
51,624 51,626
Decrease (increase) in tenant accounts receivable
31,790 (20,344)
22,327
(Increase) decrease in prepaid and other assets
(24,054) (4,361)
6,735
(Decrease) increase in accounts payable and
accrued expenses (32,102)
55,680 (82,002)
Decrease in accrued mortgage interest and servicing
Fees - -
(10,219)
Increase in deferred interest and related fees on
Mortgage payable 49,423
175,805 29,326
Increase (decrease) in accrued management fees
1,403 (105) 10,084
(Decrease) increase in prepaid rent (5,411)
5,289 (4,428)
(Increase) decrease in security deposits - net
(2,690) 1,605
(1,835)
Net cash provided by operating activities
281,426 186,193
198,189
Cash flows from investing activities:
Investment in real estate (167,777)
(140,687) (280,938)
Decrease (increase) in reserve for replacements
(71,637) 28,263
(13,859)
Net cash used in investing activities (239,414)
(112,424) (294,797)
Net increase (decrease) in cash 42,012
73,769 (96,608)
Cash beginning 245,774
172,005 268,613
Cash ending $ 287,786 $
245,774 $ 172,005
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $2,530,909
$2,288,052 $1,918,202
Significant non-cash investing activity:
Investment in real estate included in accounts
payable $ - $ 7,500 $
82,653
See notes to financial statements.
</TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Burlington Arboretum Limited Partnership was organized under
the laws of the Commonwealth of Massachusetts on July 19,
1985, for the purpose of constructing and operating a rental
housing project. The project consists of 312 units located
in Burlington, Massachusetts and is currently operating
under the name of Burlington Arboretum. The project
contains both market rate rental units, moderate, and low-
income rentals.
Each building of the project has qualified and been
allocated low-income housing credits pursuant to Internal
Revenue Code Section 42 (Section 42) which regulates the use
of the project as to occupant eligibility and unit gross
rent, among other requirements. Each building of the
project must meet the provisions of these regulations during
each of fifteen consecutive years in order to remain
qualified to receive the credits. The low-income housing
credits are contingent on its ability to maintain compliance
with applicable sections of Section 42. Failure to maintain
compliance with occupant eligibility, and/or unit gross
rent, or to correct noncompliance within a specified time
period could result in recapture of previously taken tax
credits plus interest. In addition, such potential
noncompliance may require an adjustment to the contributed
capital by the limited partner.
Use of Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported
amounts 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.
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
(continued)
Investment in Real Estate
Investment in real estate is carried at cost. Depreciation
is provided for in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated
service lives using the straight-line method for financial
reporting purposes.
Mortgage Costs
Mortgage costs are amortized over the term of the mortgage
using the straight-line method.
Rental Income
Rental income is recognized as rentals become due. Rental
payments received in advance are deferred until earned. All
leases between the Partnership and tenants of the property
are operating leases.
Income Taxes
No provision or benefit for income taxes has been included
in these financial statements since the taxable income or
loss passes through to, and is reportable by, the partners
individually.
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE B - INVESTMENT IN REAL ESTATE
Buildings, improvements and personal property at December
31, 1997, 1996 and 1995 are summarized as follows:
<TABLE>
<CAPTION>
Category Useful Life 1997 1996
1995
<S> <C> <C> <C> <C>
Buildings and improvements 40 years
$28,530,941 $28,405,180 $28,339,646
Personal property 5-10 years 1,177,481
1,142,965 1,142,965
29,708,422
29,548,145 29,482,611
Less accumulated depreciation
7,217,668 6,384,870 5,563,878
$22,490,754
$23,163,275 $23,918,733
</TABLE>
NOTE C - MORTGAGE PAYABLE
The Partnership is obligated under the terms of a mortgage,
financed by the issuance of Housing Revenue Bonds, by the
Burlington Housing Authority (a subdivision of the
Commonwealth of Massachusetts). The total amount
outstanding on this obligation was $29,326,500 at December
31, 1997, 1996 and 1995. Effective August 1, 1994, certain
terms of the mortgage were modified and the Minimum Base
Interest rate was reduced from 7.25% to 5.35%. The mortgage
bears interest at a Minimum Base Interest of 5.35%.
Interest is paid monthly, but in no event can interest paid
be less than the Minimum Base Interest of 5.35%. An
Additional Base Interest of 3.65% is payable to the extent
of cash flow. Commencing in 1993, the Partnership decided
to accrue Additional Base Interest to the extent of cash
flows only, due to the uncertainty of payment upon
maturity. Cumulative unpaid Additional Base Interest up to
$1,200,000 is deferred until sale or refinancing of the
project. To the extent there is cash flow after payment of
Minimum Base Interest and Additional Base Interest totaling
9%, the Partnership is obligated to pay additional interest
up to 20% of the excess cash flow, resulting in a cumulative
interest rate not to exceed 14%, the Contingent Interest
Rate.
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE C - MORTGAGE PAYABLE (continued)
Interest expensed was as follows:
<TABLE>
<CAPTION>
1997 1996 1995
<S> <C> <C> <C>
Minimum base interest $1,568,964 $1,568,964$1,568,964
Additional base interest 982,042 876,516 339,016
Total interest expensed $2,551,006 $2,445,480$1,907,980
</TABLE>
Accrued Additional Base Interest at December 31, 1997, 1996
and 1995 was $2,014,144, $1,994,047 and $1,847,567,
respectively. The unrecorded Additional Base Interest at
December 31, 1997, 1996 and 1995 amounted to $267,849,
$199,570 and $97,015, respectively. Upon termination of the
Partnership Agreement, maturity or refinance of the
mortgage, this Additional Base Interest may be required to
be paid.
All unpaid principal and accrued interest are due on the
earlier of September 22, 2011 (maturity) or as noted under
the bond documents, the bond holder has the option to cause
the bonds to be prepaid on any interest payment date on or
after September 22, 2003 (the First Mandatory Redemption
Date).
In connection with the change in the interest rate, as noted
above, the First Mandatory Redemption Date would be extended
from September 22, 2003 to January 1, 2006. The final
maturity date of the bonds will remain September 22, 2011.
Such acceleration requires notification by the lender, in
writing, six months prior to such date.
Under the terms of the mortgage agreement, the Partnership
is also obligated to pay monthly to the lender an annual
service fee of .25% of the bonds outstanding. During 1997,
1996 and 1995, $73,320, $73,320 and $73,319, respectively,
was charged to operations. In addition, the Partnership
pays an annual program management fee of .10% of the bonds
outstanding. During 1997, 1996 and 1995, $29,327, $29,327
and $29,327, respectively, was charged to operations. As of
December 31, 1997, 1996
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE C - MORTGAGE PAYABLE (continued)
and 1995, $252,209, $222,882 and $193,555, respectively, has
been accrued and is payable to the extent of surplus cash
flow.
Under agreements with the mortgage lender, the Partnership
is required to make monthly escrow deposits for taxes,
insurance and replacement of project assets.
The liability of the Partnership under the mortgage is
limited to the underlying value of the real estate
collateral plus other amounts deposited with the lender or
trustee.
NOTE D - RELATED PARTY TRANSACTIONS
Development Fee
The project incurred a development fee of $1,022,100 during
1990 which was paid and capitalized as a cost of the
building. The total development fee, under the terms of an
agreement entered into during 1987, is $2,162,000. The
balance of $1,139,900, plus interest at 10%, is due to an
affiliate of a Limited Partner upon sale or refinancing of
the project. Due to the uncertainty regarding the ultimate
payment of the balance of the fee, it has not been recorded
as of December 31, 1997, 1996 and 1995.
Management Fee
The Management Agreement is with an affiliate of the general
partner, Burlington Apartments, Inc. (BAI) for a fee of up
to 5% of gross collections. On November 1, 1994 BAD entered
into a subagent agreement for a base management fee of 3% of
gross collections with a non-related management company.
The subagent is also entitled to an incentive management fee
based on achieving certain targeted gross receipts. Total
management fee charged to operations in 1997, 1996 and 1995
was $156,411, $121,375 and $118,523, respectively. During
1997, an
Burlington Arboretum Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE D - RELATED PARTY TRANSACTIONS (continued)
incentive management fee of $20,291 was paid to the
subagent. This amount was included in the management fee
charged to operations for the period. The incentive
management fee was paid at .50% of gross receipts, as
defined per the Management Agreement.
One requirement of the change in the Minimum Base Interest
rate, as described in Note C, is that the general partner's
management fee will be accrued only if the property pays
interest on the mortgage at a rate of 7.25% for 12
consecutive months. Since this interest payment level was
not achieved in 1997, 1996 and 1995, the fee has not been
accrued. The unpaid management fee at December 31, 1997,
1996 and 1995 was $45,266. For financial statement purposes
this amount is included in Advances from General Partner.
During 1994, in conjunction with the change in the Minimum
Base Interest rate described in Note C, the general partner
advanced $105,267 on behalf of the Partnership. In
addition, the general partner paid the final installment on
the line of credit of $25,000. At December 31, 1997, 1996
and 1995, the amount due to the general partner was
$350,267, which is noninterest bearing and due on demand.
For financial statement purposes this amount is included in
Advances from General Partner.
NOTE E - ADVANCES FROM DEAN WITTER/COLDWELL BANKER
In conjunction with the change in the mortgage described in
Note C, the bond servicer, Dean Witter/Coldwell Banker Tax
Exempt Mortgage Fund, L.P. advanced funds to the Partnership
to pay operating expenses. At December 31, 1997, 1996 and
1995, the amount due to Dean Witter/Coldwell Banker was
$114,831, which is non-interest bearing and due on demand.
Burlington Arboretum Limited Partnership
NOTES TO FINANCIAL STATEMENTS
December 31, 1997, 1996 and 1995
NOTE F - CONCENTRATION OF CREDIT RISK
The Partnership maintains its cash balances in one bank.
The balances are insured by the Federal Deposit Insurance
Corporation up to $100,000. As of December 31, 1997, the
uninsured portion of the cash balances held was $251,810.
The Partnership maintains its replacement reserve escrow
account with State Street Bank. The balances are insured by
the Federal Deposit Insurance Corporation up to $100,000.
As of December 31, 1997, the uninsured portion of the cash
balances held was $53,899.
SUPPLEMENTAL INFORMATION
INDEPENDENT AUDITORS' REPORT ON SUPPLEMENTAL INFORMATION
To the Partners
Burlington Arboretum Limited Partnership
Our audits were made for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental information is presented for purposes of
additional analysis and is not a required part of the basic
financial statements. The supplemental information has been
subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Boston, Massachusetts
March 2, 1998
<TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
Schedules of Expenses
Years ended December 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
<S> <C>
<C> <C>
Rental:
Rental salaries $ 44,277 $ 33,664
$ 34,216
Advertising 14,876 11,340
13,969
Bad debts 28,360 5,797
33,729
Miscellaneous renting expenses 7,167 2,317
7,852
$ 94,680 $ 53,118
$ 89,766
Administrative:
Manager's salaries $ 58,022 $ 50,458
$ 64,924
Office salaries 90,060 85,678
62,634
Legal 3,845 1,462
3,654
Telephone 10,066 9,496
7,894
Accounting 11,350 10,850
10,350
Trustee fees - 3,950 5,874
Office supplies and expense 15,355 20,006
11,231
Postage 1,829 2,704
2,045
ISC administrative 14,449 13,452
15,179
Corporate package expense 55,341 17,023
- -
Miscellaneous administrative 14,769 17,411
10,796
$275,086 $232,490
$194,581
Maintenance:
HVAC maintenance $ 7,578 $ 8,700
$ 3,047
Decorating contract, salaries and supplies 168,636 180,001
177,938
Cleaning contract 69,161 63,198
48,173
Maintenance salaries 97,549 82,280
72,880
Grounds maintenance, contract and salaries 59,464 57,257
57,879
Rubbish removal 27,361 28,978
25,546
Miscellaneous maintenance 14,664 12,302
16,289
Pool salaries and expenses 13,748 12,512
13,964
Repairs - general 66,152 89,153
44,357
Repairs - painting exterior - 600 -
Repairs - roof 14,697 11,874
2,153
ISC maintenance 19,656 22,631
26,608
Fire maintenance - - 5,122
Motor vehicle expense 4,568 7,519
7,370
Snow removal 3,410 21,612
12,516
Exterminating 1,086 968
903
Recreation services and supplies 15,226 7,211
22,621
Security contract and supplies 3,202 2,628
3,186
$586,158 $609,424
$540,552
</TABLE>
<TABLE>
BURLINGTON ARBORETUM LIMITED PARTNERSHIP
Schedules of Expenses
Years ended December 31, 1997, 1996 and 1995
(continued)
<CAPTION>
1997 1996 1995
<S> <C>
<C> <C>
Utilities:
Water and sewer $116,407 $157,385
$111,681
Electricity 60,031 55,349
59,513
Gas heat 7,344 5,709
4,622
$183,782 $218,443
$175,816
</TABLE>
