SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[x] Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended March 31, 1996 or
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[ ] 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 0-17696
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AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Massachusetts 04-2992309
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Boston Place, Suite 2100, Boston, MA 02108-4406
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code (617)624-8900
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
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None None
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Securities registered pursuant to Section 12(g) of the Act:
Class A Limited Partner Interests
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(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
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Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K( 229.405 of this chapter)
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. __
|xx|
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Registrant are incorporated by
reference:
Form 10-K
Parts Documents
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Parts III and IV Prospectus of the registrant dated
September 22, 1988, as supplemented
<PAGE>
AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
(a Massachusetts limited partnership)
FORM 10-K ANNUAL REPORT FOR THE YEAR ENDED
March 31,1996
TABLE OF CONTENTS
PART I
Item 1. Business
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Submission of Matters to a Vote
of Security-Holders
PART II
Item 5. Market for the Registrant's Class A Limited Partner
Interests and Related Security-Holder Matters
Item 6. Selected Financial Data
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of
Operations
Item 8. Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure
PART III
Item 10. Directors and Executive Officers
of the Registrant
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial
Owners and Management
Item 13. Certain Relationships and Related Transactions
PART IV
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K
Signatures
PART I
Item I. Business
American Affordable Housing II Limited Partnership (the "Partnership") is
a limited partnership which was formed under the laws of the Commonwealth of
Massachusetts on May 13, 1987. The general partners of the Partnership are
Boston Capital Associates Limited Partnership, a Massachusetts limited
partnership, and C & M Associates, d/b/a Boston Capital Associates, a
Massachusetts general partnership (the "General Partners"). The Partnership
was formed to acquire limited partner interests in limited partnerships (the
"Operating Partnerships"), each of which was to own and operate an apartment
complex for low- and moderate income tenants. Each apartment complex
qualified for the low-income housing tax credit under Section 42 of the
Internal Revenue Code of 1986, as amended, (the "Code"), and some apartment
complexes also qualified for the historic rehabilitation tax credit under
Section 48 of the Code. Section 236 (f) (ii) of the National Housing Act, as
amended, in Section 101 of the Housing and Urban Development Act of 1965, as
amended, each provide for the making by HUD of rent supplement payments to low
income tenants in properties which receive other forms of federal assistance
such as Tax Credits. The payments for each tenant, which are made directly to
the owner of their property, generally are in such amounts as to enable the
tenant to pay rent equal to 30% of the adjusted family income. Some of the
Apartment Complexes in which the Partnership has invested are receiving such
rent supplements from HUD.
HUD has been in the process of converting rent supplement assistance to
assistance paid not to the owner of the Apartment Complex, but directly to
the individuals. At this time, the Partnership is unable to predict whether.
Congress will continue rent supplement programs payable directly to owners of
the Apartment Complex.
The investment objectives of the Partnership are (i) to provide Investors
with tax benefits during the first ten years of operations in the form of (a)
low-income housing and historic rehabilitation tax credits which may be
applied against the Investors' Federal income tax liability arising from, in
the case of individuals, active and portfolio income on a limited basis from
passive income, and in the case of corporations, against Federal income tax
liability from active and passive income and, as to certain corporations,
against all income and (b) passive losses which may be used to reduce an
Investor's income in the same manner, (ii) to preserve and protect the capital
of the Partnership, (iii) provide long-term capital appreciation through
increases in the value of the Partnership's investments, and (iv) provide cash
distributions from Capital Transaction proceeds. The General Partner is
currently of the belief that the Partnerships investment objectives will be
met. Current distributions are not an investment objective of the
Partnership.
The offering of Class A Limited Partner interests (the "Units") in the
Partnership (the "Public Offering") began on February 2, 1988 and was
concluded on September 21, 1988. Investors purchasing 26,501 Units
contributed $26,501,000 to the Partnership. The Partnership held interests in
50 Operating Partnerships at March 31, 1996. See Item 2.
1
Item 2. Properties
As of its fiscal year ending March 31, 1996, the Partnership held Limited
Partnership interests in the Operating Partnerships described below. In each
instance the Apartment Complex owned by the applicable Operating Partnership
is eligible for the Federal Housing Tax Credit. Occupancy of a unit in each
Apartment Complex which initially complied with the Minimum Set-Aside Test
(i.e., occupancy by tenants with incomes equal to no more than a certain
percentage of area median income) and the Rent Restriction Test (i.e., gross
rent charged tenants does not exceed 30% of the applicable income standards)
is referred to hereinafter as "Qualified Occupancy." Each of the Operating
Partnerships and each of the respective Apartment Complexes are described more
fully in the Prospectus or applicable report on Form 8-K. The General
Partners believe that there is adequate casualty insurance on the properties.
Please refer to Item 7. "Management's Discussion and Analysis of Financial
Condition and Results of Operations" for a more detailed discussion of
operational difficulties experienced by certain of the Operating Partnerships.
2<PAGE>
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Mortgage
Balance Construc- Qualified Capital
As of tion Occupancy Contrib-
Property Name Location Units 12/31/95 Completion 3/31/96 uted
- ------------------------------------------------------------------------------
Anacapa Lake Havasu,
Apartments AZ 40 1,437,770 4/88 100% 348,915
Anthony Garden Green Valley,
Apartments AZ 100 3,890,599 3/89 98% 751,267
Blairview Blairsville, 42
Apartments PA 1,438,040 12/88 100% 308,388
Bloomfield Bloomfield,
Apartments MO 16 370,609 6/88 100% 62,878
Boardman Lake Travers City,
II Apartments MI 32 981,649 5/89 100% 202,700
Bowdoinham Bowdoinham,
Estates ME 25 1,285,244 5/89 100% 308,824
Brookhollow Brookshire,
Apartments TX 48 899,307 8/88 100% 160,000
Center Way Shelbyville,
Apartments TN 20 613,397 7/88 100% 136,620
Carthage Carthage,
Court NY 32 1,282,475 10/88 100% 270,000
Casa Belen,
Valencia NM 39 1,486,965 12/88 100% 303,000
Cedar Forest Brewton,
Apartments AL 34 957,690 6/88 100% 219,696
Charters Cove St. Ignace,
Apartments MI 24 775,605 5/88 100% 166,200
3
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Continued
- --------- Mortgage
Balance Construc- Qualified Capital
As of tion Occupancy Contrib-
Property Name Location Units 12/31/95 Completion 3/31/96 uted
- ------------------------------------------------------------------------------
Deer Crossing Farmington,
Apartments ME 24 1,187,579 4/89 100% 312,920
East Ridge Southwest Harbor,
Estates ME 25 1,225,350 9/88 100% 294,771
Fairbanks Flats Beloit,
Apartments WI 24 554,823 12/88 100% 313,040
Fredericktown Fredericktown,
Apartments II MO 16 372,834 5/88 100% 79,670
Harbor Hill Bar Harbor,
Estates ME 25 1,227,590 2/89 96% 325,500
Harbour Oaks East China Township,
Apartments MI 32 901,168 11/88 100% 191,500
Harvest View Garden City,
MO 16 385,682 6/88 100% 86,785
Kingsley Park Essex,
Apartments MD 312 10,952,252 10/88 100% 1,750,000
Liberty Center Jacksonville,
FL 109 1,454,402 10/88 100% 1,014,770
Malone Senior Malone,
Housing NY 40 1,489,414 11/88 97% 309,000
Maple Tree Mapleton,
Estates ME 25 1,242,283 4/89 100% 325,500
Michelle Manor Green Valley,
Apartments AZ 24 909,967 9/88 100% 174,264
Middleburg Bluffs Middleburg,
FL 45 1,417,816 3/89 100% 375,283
Nicollet Island Minneapolis,
Homes MN 22 1,139,626 12/88 100% 713,000
4
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Continued
- --------- Mortgage
Balance Construc- Qualified Capital
As of tion Occupancy Contrib-
Property Name Location Units 12/31/95 Completion 3/31/96 uted
- ------------------------------------------------------------------------------
Paige Hall Minneapolis,
Apartments MN 69 2,253,150 4/89 100% 472,336
Partridge McMinnville,
Meadows TN 48 1,404,496 10/88 100% 296,461
Perramond Madawaska,
Estates ME 25 1,187,110 4/89 100% 287,000
Pine Knoll Smithfield,
Manor NC 33 1,364,803 5/89 100% 309,450
Pine Ridge Port St. Joe,
Apartments FL 50 1,488,107 6/88 100% 384,180
Pine Terrace Callahan,
Apts. Phase III FL 40 1,196,252 1/89 100% 309,500
Platteville Platteville,
Apartments CO 16 547,215 10/88 100% 120,000
River Place Holyoke,
Apartments MA 100 4,198,193 3/89 100% 1,824,000
Sandy Knoll Kersey,
Manor CO 32 1,059,981 10/88 100% 226,000
Sara Pepper Dixfield,
Place ME 12 638,573 3/88 100% 171,189
Silver Pines Fryeburg,
Apartments ME 25 1,387,571 8/88 100% 351,547
South Estates Nebraska City,
NE 15 420,877 7/88 100% 85,911
Southview III Marionville,
MO 8 195,019 5/88 100% 42,100
Southview Place Lovington,
Apartments NM 48 1,110,908 2/89 97% 245,602
5
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Continued
- --------- Mortgage
Balance Construc- Qualified Capital
As of tion Occupancy Contrib-
Property Name Location Units 12/31/95 Completion 3/31/96 uted
- ------------------------------------------------------------------------------
Spring Hollow Springfield,
Apartments GA 53 1,446,225 3/88 100% 321,860
Stokes Rowe Philadelphia,
PA 16 1,056,744 6/88 100% 673,000
Story Hill Washburn,
Estates ME 24 1,216,941 1/89 100% 322,425
Suncrest Newport,
Apartments TN 32 975,877 5/88 100% 210,960
300 Shawmut Ave Boston,
MA 16 646,888 12/88 100% 508,000
Village Chase Zephyrhills,
Apartments FL 48 1,493,562 4/89 100% 386,368
Village Walk Zephyrhills,
Apartments FL 43 1,398,176 3/89 100% 362,500
Washington Mews Dorchester,
MA 20 489,328 12/88 100% 510,000
Wildwood Statesboro,
Villas II GA 58 1,483,164 9/88 100% 369,260
Willowbrook Immokalee,
Place FL 41 1,324,942 3/88 100% 328,711
6<PAGE>
Item 3. Legal Proceedings
None.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
7
PART II
Item 5. Market for the Registrant's Class A Limited Partner
Interests and Related Security-Holder Matters
There is no established public trading market for the Units and it is
not anticipated that any public market will develop for the purchase and sale
of any Units.
As of March 31, 1996, the Partnership had 2,359 registered holders of
an aggregate of 26,501 Units.
The Partnership made no distributions to its Limited Partners from
Operating Partnership cash flow from its inception on May 13, 1987 through
March 31, 1996. Because the Partnership invested in Operating Partnerships
owning apartment complexes which receive government assistance, the cash
distributions which may be made by the Operating Partnerships are often
restricted. The Partnership does not anticipate that it will provide
significant cash distributions to its Limited Partners in circumstances other
than refinancing or sale of apartment complexes by the Operating Partnerships.
8<PAGE>
Item 6. Selected Financial Data
The information set forth below presents selected financial data of the
Partnership for each of the years in the five year period ended March 31,
1996. Additional detailed financial information is set forth in the audited
financial statements listed in Item 14 hereof.
March 31, March 31, March 31, March 31, March 31,
1996 1995 1994 1993 1992
-------- -------- -------- -------- --------
Operations
- ----------
Interest Income $ 783 $ 520 $ 223 $ 491 $ -
Other Income - 1,650 1,050 1,225 67,971
Share of Losses
from Operating
Partnerships (1,047,309) (1,392,030) (1,579,365) (2,757,632) (2,459,499)
Operating Expenses (516,882) (503,107) (500,666) (557,233) (602,262)
--------- --------- --------- --------- ----------
Net Loss $(1,563,408) $(1,892,967)$(2,078,758)$(3,313,149)$(2,993,790)
========= ========= ========= ========= ==========
Net Loss per Unit of
Limited Partnership
Interest $ (58.40) $ (70.72)$ (77.66)$ (123.77)$ (111.84)
========= ========= ========= ========= ==========
March 31, March 31, March 31, March 31, March 31,
Balance Sheet 1996 1995 1994 1993 1992
- ------------- ------- -------- -------- -------- --------
Total Assets $ 4,274,839 $ 5,344,896 $ 6,635,981 $8,233,394 $11,075,051
========== ========= ========= ========= ==========
Total Liabilities$ 3,137,394 $ 2,644,043 $ 2,042,161 $1,560,816 $ 1,089,324
========== ========= ========= ========= ==========
Partners' Equity $ 1,137,445 $ 2,700,853 $ 4,593,820 $6,672,578 $ 9,985,727
========== ========= ========= ========= ==========
Other Data
- ----------
Credit Per BAC* $ 114.28 $ 131.60 $ 131.29 $ 129.21 $ 131.00
========= ========= ========= ========= ==========
* The credit per BAC data is reported for the calendar year which ends in the
third quarter of the related fiscal year.
9<PAGE>
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Liquidity
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The Partnership's primary source of funds was the proceeds of its Public
Offering. Other sources of liquidity have included (i) interest earned on
capital contributions held pending investment or held for working capital
reserves and (ii) cash distributions, if any, from operations of the Operating
Partnerships in which the Partnership has invested. Both of these sources of
liquidity are available to meet the obligations of the Partnership. The
Partnership is currently accruing the annual asset management fees. Asset
management fees accrued during the year ended March 31, 1996 were $471,241,
and total asset management fees accrued as of March 31, 1996 were $2,958,908.
Pursuant to the Partnership Agreement, such liabilities will be deferred until
the Partnership receives sale or refinancing proceeds from Operating
Partnerships, and at that time proceeds from such sales or refinancing would
be used to satisfy such liabilities.
Affiliates of the General Partners have advanced $96,111 to the
Partnership to pay certain operating expenses. This and any additional
advances will be repaid, without interest, from available cash flow, reporting
fees or the proceeds of sales or refinancing of the Partnership's interests in
Operating Partnerships. The Partnership anticipates that as the Operating
Partnerships continue to mature more cash flow and reporting fees will be
generated. Cash flow and reporting fees will be added to the Partnership's
Working Capital and will be available to meet future third party obligations
of the Partnership. The Partnership is currently and will continue to
aggressively pursue available cash flow and reporting fees. No significant
distributions of cash flow from the Operating Partnerships are anticipated on
a long term or short term basis due to the restrictions on rents which
apply to low-income apartment complexes.
During 1995 an affiliate of the General Partners funded $100,375,
interest free, to the Partnership so that it could make a $100,375 loan to the
Operating Partnership Washington Mews. The loan enabled the Operating
Partnership to refinance its mortgage at a more favorable rate, and will be
repaid by the Operating Partnership with surplus cash from operations over the
course of the next three years. As repayments are received from Washington
Mews, they will be used to repay the funding, free of interest, from the
General Partners' affiliate. As of March 31, 1996 Washington Mews has paid
the Partnership $21,500. This has been repaid to the affiliate leaving a
balance of $78,875 as of March 31, 1996.
Capital Resources
- -----------------
The Partnership received $26,501,000 in subscriptions for Units (at $1,000
per Unit) during the period February 2, 1988 to September 21, 1988 pursuant to
the Public Offering, resulting in net proceeds available for investment in
Operating Partnerships (after payment of acquisition fees and expenses and
10
funding of a reserve) of approximately $18,550,700. As of March 31, 1996, the
Partnership had committed to investments requiring cash payments of
$18,613,793, all of which has been paid. At March 31, 1996, the Partnership
held working capital of $34,944. Since the Partnership has completed funding
of all investments, it anticipates that there should be no significant need
for capital resources in the future.
Results of Operations
- ---------------------
The Partnership was formed with the investment objectives set forth above
under Item 1. The Partnership incurred an annual asset management fee to
Boston Capital Communications Limited Partnership in an amount equal to 0.5%
of the aggregate cost of the apartment complexes owned by the Operating
Partnerships, less the amount of certain partnership management and reporting
fees paid or payable by the Operating Partnerships. The annual asset
management fee incurred for the fiscal year ended March 31, 1996 and 1995 was
$451,449 and $461,029, respectively. Because the Partnership is not expected
to receive any significant cash flow from the Operating Partnerships in
subsequent years, the annual asset management fee is currently being deferred
and is expected to be paid from the proceeds of sales or refinancing of the
Partnership's interests in Operating Partnerships. During the fiscal years
ended March 31, 1996 and 1995, the Partnership received $14,441 and $7,560 in
distributions of cash flow and $10,212 and 19,792 of reporting fees from the
Operating Partnerships, respectively.
The Partnership expects that all of its cash receipts will be used to pay
operating expenses. The Partnership had interest income of $783 and $520 in
the fiscal years ended March 31, 1996 and 1995, respectively. No other
significant source of income is anticipated.
As of December 31, 1995 and 1994 the Partnership held limited partnership
interests in 50 and 51 Operating Partnerships respectively. In each instance
the Apartment Complex owned by the applicable Operating Partnership is
eligible for the Federal Housing Tax Credit. Occupancy of a unit in each
Apartment Complex which initially complied with the Minimum Set-Aside Test
(i.e., occupancy by tenants with incomes equal to no more than a certain
percentage of area median income) and the Rent Restriction Test (i.e., gross
rent charged tenants does not exceed 30% of the applicable income standards)
is referred to hereinafter as "Qualified Occupancy". Each of the Operating
Partnerships and each of the respective Apartment Complexes are described more
fully in the Prospectus or applicable report on Form 8-K. The General
Partners believe that there is adequate casualty insurance on the properties.
The Operating Partnership, California Investors II, was experiencing
operating difficulties and as a result, the holder of the first mortgage had a
receiver appointed. The Investment General Partners believed that it was in
the best interest of the Partnership to sell the property owned by
California Investors II. After restructuring and workout negotiations over
the course of the past 18 months, the property was sold to the lender for
proceeds sufficient to cover all outstanding liabilities of the Operating
11
Partnership. The Investment Partnership was subjected to a one time recapture
event which reduced investors' 13.1% annual tax credit as a percentage of
capital invested to 11.4% for the calendar year 1995. It is anticipated that
calendar year 1996's tax credit as a percentage of capital invested will be
back over 13%.
As of March 31, 1996 and 1995 the Qualified Occupancy for the
Partnership was 99.8% and 99.5%, respectively.
For the years ended December 31, 1995 and 1994 the Operating Partnerships
reflected a net income of $514,305 and $390,466, respectively, when adjusted
for depreciation which is a non-cash item. The main reasons for the increase
in the net income is the continued improvement of property operations and a
decrease in interest expense.
For the tax years ended December 31, 1995 and 1994 the Partnership
generated $2,600,113 and $3,084,540 in passive income tax losses that were
passed through to the investors. The Partnership also provided $114 and $132,
respectively, in tax credits per BAC to the investors for the tax years ended
December 31, 1995 and 1994, respectively. The Partnership has fully invested
in 50 Operating Partnerships and as a result the operations of the Partnership
should remain relatively consistent on an annual basis going forward.
Recent Accounting Statements Not Yet Adopted
- --------------------------------------------
In March 1995 the FASB issued SFAS No.121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121
is effective for financial statements issued for fiscal years beginning after
December 31, 1995, with earlier application permitted. SFAS No. 121 addresses
the accounting for long-lived assets and certain identifiable intangibles to
be held and used by an entity to be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The partnership will adopt SFAS No. 121 on April 1, 1996, as
required. Adopting SFAS No. 121 is not expected to have a significant effect
on the partnership's financial statements.
Item 8. Financial Statements and Supplementary Data
The financial statements of the Partnership are listed in Item 14 as being
filed as a part of this Report and are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
12<PAGE>
PART III
--------
Item 10. Directors and Executive Officers of the Registrant
(a), (b), (c), (d) and (e)
The Partnership has no directors or executives officers of its own. The
following biographical information is presented for the partners of the
General Partners and affiliates of those partners (including Boston Capital
Partners, Inc. ("Boston Capital")) with principal responsibility for the
Partnership's affairs.
Herbert F. Collins, age 65, is co-founder and Chairman of the Board of Boston
Capital Partners, Inc. During 1990 and 1991 he served as Chairman of the Board
of Directors for the Federal Home Loan Bank of Boston, a 314-member,
$12-billion central bank in New England which is part of the Federal Home Loan
Bank System. Mr. Collins is co-founder and serves as Chairman-Emeritus of the
Council for Rural Housing and Development, a 300-member organization including
14 state associations formed to encourage the development of rural housing
nationwide. He serves as Chairman of the Massachusetts Housing Policy
Commission, created by the Governor of the Commonwealth of Massachusetts and
the Secretary of the Executive Office of Communities & Development, to
assess the current status and recommend future housing policy for the
Commonwealth. Additionally, he serves as a Member of the Board of Directors,
of the Metropolitan Boston Housing Partnership, an organization dedicated to
the renewal of housing through rehabilitation and community involvement. He
served on the Mitchell-Danforth Task Force, which helped structure the 1990
tax credit legislation. In addition, Mr. Collins is a past director of the
National Leased Housing Association, past chairman of the Rural Development
Committee, and is a member of the National Rural Housing Council. Currently,
Mr. Collins is a Board member of the National Housing Conference. Prior to
co-founding Boston Capital, Mr. Collins served as Vice President and Director
of Marketing at ECS Corporation and the Advanced Research Corporation, and was
the Product Marketing Manager at Raytheon Corporation. Mr. Collins graduated
from Harvard College and attended the Advanced Management Program, Harbridge
House, Boston.
John P. Manning, age 47, is co-founder, President and Chief Executive Officer
of Boston Capital Partners, Inc., and serves as member of the Investment
Committee. Mr. Manning is Chairman of the Affordable Housing Tax Credit
Coalition and is member of the Board of Directors of the National Leased
Housing Association, two Washington, D.C.-based organizations. He also serves
on the Board of Advisors for the Housing Development Reporter. He served as a
Member of the Massachusetts Housing Policy Commission, Executive Office of
Communities & Development, appointed by the Governor of the Commonwealth of
Massachusetts. He was named by U.S. Senate Majority Leader George Mitchell to
the Mitchell-Danforth Task Force, which helped structure the 1990 tax credit
legislation. In similar capacities, Mr. Manning has been asked by the U.S.
House Ways and Means Committee and by the U.S. Senate Finance Committee to
represent the affordable housing industry as an expert on the efficacy of the
low income housing tax credit and its effect on capital markets and the
13
economy. Prior to co-founding Boston Capital in 1974, Mr. Manning was the
Eastern Regional Vice President of Western Diversified Equities, a Beverly
Hills-based real estate development firm, and was an Investment Manager at the
Industrial National Bank in Providence. In 1995, President Clinton appointed
Mr. Manning a Member of the Advisory Committee on the Arts (John F. Kennedy
Center for the Performing Arts). Mr. Manning graduated from Boston College.
Richard J. DeAgazio, age 51, is Executive Vice President of Boston Capital
Partners, Inc., and is President of Boston Capital Services, Inc., Boston
Capital's NASD registered broker/dealer. Mr. DeAgazio formally served on the
national Board of Governors of the National Association of Securities Dealers
(NASD), was the Vice Chairman of the NASD's District 11 Committee, and serves
as Chairman of the NASD's Statutory Disqualification Subcommittee of the
National Business Conduct Committee. He also serves on the NASD State Liaison
Committee and the Direct Participation Program Committee. He is a founder and
past President of the National Real Estate Investment Association, past
President of the Real Estate Securities and Syndication Institute
(Massachusetts Chapter) and the Real Estate Investment Association. Prior to
joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and
Director of the Brokerage Division of Dresdner Securities (USA), Inc., an
international investment banking firm owned by four major European banks, and
was a Vice President of Burgess & Leith/Advest. He has been a member of the
Boston Stock Exchange since 1967. He graduated from Northeastern University.
Christopher W. Collins, age 41, is an Executive Vice President and a principal
of Boston Capital Partners, Inc., and is responsible for, among other areas,
overseeing the investment portfolio of funds sponsored by Boston Capital and
the acquisition of real estate investments on behalf of such funds. Mr.
Collins has had extensive experience in real estate development activities,
having founded and directed the American Development Group, a comprehensive
real estate development firm, and has also had extensive experience in the
area of acquiring real estate investments. He is on the Board of Directors of
the National Multi-Housing Council and a member of the Massachusetts Housing
Finance Agency Multi-Family Advisory Committee. He graduated from the
University of New Hampshire.
Anthony A. Nickas, age 35, is Senior Vice President and Chief Financial
Officer of Boston Capital Partners, Inc. and has over twelve years experience
in the accounting and finance fields. Mr. Nickas has supervised the financial
aspects of both the Project Development and Property Management Affiliates.
Prior to joining Boston Capital in 1987, he was Assistant Director of
Accounting and Financial Reporting for the Yankee Companies, Inc., and was an
Audit Supervisor for Wolf & Company of Massachusetts, P.C., a regional
certified public accounting firm based in Boston. He graduated with honors
from Norwich University.
(f) Involvement in certain legal proceedings.
None.
(g) Promoters and control persons.
None.
14
Item 11. Executive Compensation
(a), (b), (c), (d) and (e)
The Partnership has no officers or directors. However, under the terms of
the Amended and Restated Agreement and Certificate of Limited Partnership of
the Partnership, the Partnership has paid or accrued obligations to the
General Partners and their affiliates for the following fees during the 1996
fiscal year:
1. An annual asset management fee based on .5 percent of the aggregate
cost of all apartment complexes acquired by the Operating Partnerships has
been accrued as payable to Boston Capital Communications Limited Partnership.
The annual asset management fees accrued during the year ended March 31, 1996
was $471,241. The fee is payable without interest as sufficient funds become
available.
2. The Partnership has reimbursed affiliates of the General Partners a
total of $2,184 for amounts charged to operations during the year ended March
31, 1996. The reimbursement includes, but may not be limited to postage,
printing, travel, and overhead allocations.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The General Partners named in Item 1 own all of the outstanding general
partner interests in the Partnership. The General Partners have a 1% interest
in all profits, losses, tax credits and distributions of the Partnership. No
person is known to own beneficially in excess of 5% of the outstanding limited
partnership interests. In addition, no individuals listed in Item 10 are
known to own any units.
Item 13. Certain Relationships and Related Transactions
The Partnership has no officers or directors. However, under the terms of
the Public Offering, various kinds of compensation and fees are payable to the
General Partners and their affiliates during the organization and operation of
the Partnership. Additionally, the General Partners will receive
distributions from the Partnership if there is cash available for distribution
or residual proceeds as defined in the Partnership Agreement. The amounts and
kinds of compensation and fees are described on pages 9 to 11 of the
Prospectus under the caption "Compensation of General Partners and Affiliate",
which is incorporated herein by reference. See Note B of Notes to Financial
Statements in Item 14 of this Annual Report on Form 10-K for amounts accrued
or paid to the General Partners and their affiliates during the period from
April 1, 1993 through March 31, 1996.
15<PAGE>
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form
8-K
(a) 1. Financial Statements
--------------------
American Affordable Housing II Limited Partnership
Independent Auditors' Report
Balance Sheets, March 31, 1996 amd 1995
Statement of Operations, Years ended March 31, 1996, 1995
and 1994
Statements of Changes in Partners' Capital, Years ended March 31,
1996, 1995, and 1994
Statements of Cash Flows, Years ended March 31, 1996, 1995
and 1994
Notes to Financial Statements, Years ended March 31, 1996, 1995
and 1994
Riverplace Apartments
Independent Auditors' Report
Balance Sheets, December 31, 1995 and 1994
Statements of Operations, Years ended December 31, 1995 and
1994
Statements of Partners' Equity (Deficit) Years ended December 31,
1995, 1994, and 1993
Statements of Cash Flows, Years ended December 31, 1995 and
1994
Notes to Financial Statements, Years ended December 31, 1995 and
1994
(a) 2. Financial Statement Schedules
-----------------------------
Schedule III - Real Estate and Accumulated Depreciation
16
Notes to Schedule III
Schedules not listed are omitted because of the absence of the conditions
under which they are required or because the information is included in the
financial statements or the notes hereto.
(a) 3. Exhibits
--------
(3) Amended and Restated Certificate and Agreement of Limited
Partnership. (1)
(4) Instruments defining the rights of security holders, including
indentures (same as Exhibit (3)).
(9) None.
(10) None.
(11) None.
(12) None.
(13) None.
(16) None.
(18) None.
(19) None.
(22) Subsidiaries of the Registrant.
(23) None.
(24) None.
(25) None.
(28) Independent Auditors' Reports for Operating Partnerships.
(29) None.
17
(a) Reports on Form 8-K
-------------------
No reports on Form 8-K were filed during the period ending March
31, 1996.
(b) Exhibits
Same as Item 14(a)3. above.
(c) Financial Statement Schedules
See Items (a)1. and (a)2. above.
18<PAGE>
SIGNATURES
----------
Pursuant to the requirements of Section 13 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.
American Affordable Housing II
Limited Partnership
By: Boston Capital Associates Limited
Partnership, General Partner
By: Boston Capital Associates,
General Partner
By: /s/ John P. Manning
------------------------------
J. P. Manning, Partner
By: Boston Capital Associates, General
Partner
By:/s/ John P. Manning
------------------------------
John P. Manning, Partner
Date:
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:
SIGNATURE TITLE DATE
- --------- ----- ----
Boston Capital Associates General Partner June 28, 1996
Limited Partnership
By: Boston Capital Associates,
General Partner
By: /s/ John P. Manning
----------------------------
John P. Manning, Partner
19<PAGE>
SIGNATURE TITLE DATE
- --------- ----- ----
Boston Capital Associates General Partner
By: /s/ John P. Manning
------------------------ June 28, 1996
John P. Manning, Partner -------------
/s/ Herbert F. Collins
------------------------ June 28, 1996
Herbert F. Collins General Partner -------------
of Boston Capital
Associates, Principal
Executive Officer,
Principal Financial
Officer and Principal
Accounting Officer
/s/ John P. Manning
------------------------ June 28, 1996
John P. Manning General Partner -------------
of Boston Capital
20<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit Description of Exhibit
- ------- ----------------------
Page
- ----
(22) Subsidiary of the registrant
21<PAGE>
Exhibit (22)
22<PAGE>
Subsidiaries of the Registrant
------------------------------
Each of the Operating Partnerships listed in the chart included in Item 2 may
be considered a subsidiary of the Partnership.
23<PAGE>
FINANCIAL STATEMENTS AND
INDEPENDENT AUDITORS' REOPRT
AMERICAN AFFORDABLE HOUSING II
LIMITED PARTNERSHIP
MARCH 31, 1996 AND 1995
<PAGE>
American Affordable Housing II Limited Partnership
TABLE OF CONTENTS
PAGE
INDEPENDENT AUDITORS' REPORT F-1
FINANCIAL STATEMENTS
BALANCE SHEETS F-3
STATEMENTS OF OPERATIONS F-4
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL F-5
STATEMENTS OF CASH FLOWS F-6
NOTES TO FINANCIAL STATEMENTS F-7
SCHEDULE III - REAL ESTATE AND ACCUMULATED
DEPRECIATION F-16
Schedules not listed are omitted because of the absence of the conditions
under which they are required or because the information is included in the
financial statements or the notes hereto.
<PAGE>
Reznick Fedder & Silverman
Certified Public Accountants * Business Consultants
A Professional Corporation
4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319
(301) 652-9100 * Fax (301) 652-1848
INDEPENDENT AUDITORS' REPORT
To the Partners
American Affordable Housing II
Limited Partnership
We have audited the accompanying balance sheets of American Affordable
Housing II Limited Partnership as of March 31, 1996 and 1995, and the
related statements of operations, changes in partners' capital and cash
flows for each of the three years in the period ended March 31, 1996. 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 did not audit the financial statements of certain
operating partnerships in which American Affordable Housing II Limited
Partnership owns a limited partnership interest. Investments in such
partnerships comprise 45% and 35% of the assets as of March 31, 1996 and
1995, and 12%, 21% and 20% of the partnership loss for each of the three
years in the period ended March 31, 1996, of American Affordable Housing II
Limited Partnership. The financial statements of these partnerships were
audited by other auditors, whose reports have been furnished to us, and our
opinion, insofar as it relates to information relating to these
partnerships, is based solely on 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 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 and the
reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other
auditors referred to above, the financial statements referred to above
present fairly, in all material respects, the financial position of American
Affordable Housing II Limited Partnership as of March 31, 1996 and 1995, and
the results of its operations and its cash flows for each of the three years
in the period ended March 31, 1996, in conformity with generally accepted
accounting principles.
- F-1 -<PAGE>
We have also audited the related financial statement schedule listed
in Form 10-K, item 14(a) of American Affordable Housing II Limited
Partnership as of March 31, 1996. In our opinion, the schedule presents
fairly the information required to be set forth therein, in conformity with
generally accepted accounting principles.
Bethesda, Maryland
June 18, 1996
- F-2 -<PAGE>
<PAGE>
MARSHALL & SHAFER, P.C.
Certified Public Accountants
10497 Town & Country Way, Suite 420
Houston, Texas 71024
(713) 973-8378
FAX (713) 973-8377
Independent Auditor's Report
- ----------------------------
March 14, 1996
To the Partners of
Brookhollow Manor, Ltd.
We have audited the accompanying balance sheets of Brookhollow Manor, Ltd. as
of December 31, 1995 and 1994, and the related statements of income, partners'
equity (deficit)) and cash flow 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 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
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 accompanying financial statements referred to above
present fairly, in all material respects, the financial position of
Brookhollow Manor, Ltd. as of December 31, 1995 and 1994, and the results of
its operation and its cash flow for the years then ended, in conformity with
generally accepted accounting principles.
Marshall & Shafer, P.C.
Houston, Texas
<PAGE>
HUMISTON, SKOKAN, WARREN & EICHENBERGER
A Professional Corporation
Certified Public Accountants
West Des Moines, Iowa
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners
Fairbanks Flats, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of FAIRBANKS FLATS, LIMITED
PARTNERSHIP as of December 31, 1995 and 1994, and the related statements of
operations, partners' equity (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 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 Fairbanks Flats, Limited
Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
January 19, 1996
<PAGE>
MUELLER & WALLA, PC.
Certified Public Accountants
10714 Manchester Road
Suite 202
Kirkwood, Missouri 63122
- ------------------------
(314) 822-6575
INDEPENDENT AUDITORS' REPORT
The Partners
Fredericktown Associates 11, L.P.
Fredericktown, Missouri
We have audited the accompanying balance sheets of Fredericktown Associates
II, L.P. (a limited partnership) as of December 31, 1995 and 1994, and the
related statements of operations, partners' capital 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 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 Fredericktown Associates II,
L.P. as of December 31, 1995 and 1994, and the results of its operations,
changes in partners' capital and cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included
on page 12 is presented for purposes 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 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.
Mueller & Walla, P.C.
Certified Public Accountants
February 6, 1996
<PAGE>
HUNTER ASSOCIATES, P.A.
Certified Public Accountmts
4217 Baymeadows Road, Suite 2
Jacksonville, Florida 32217
Lewis B. Hunter, Jr., CPA
Phone: (904) 367-0852
Fax: (904) 731-0352
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Liberty Center, Ltd.
We have audited the accompanying balance sheets of Liberty Center, Ltd. as of
December 31, 1995 and 1994, and the related statements of operations,
partners' equity 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. 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 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 Liberty Center, Ltd. as of
December 31, 1995 and 1994, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
May 2, 1996
<PAGE>
LARSON, ALLEN, WEISHAIR & CO.
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
Partners
Nicollet Island Historic Homes,
A Minnesota Limited Partnership
St Paul, Minnesota
We have audited the accompanying balance sheets of Nicollet Island Historic
Homes, A Minnesota Limited Partnership as of December 31, 1995 and 1994, and
the related statements of operations, partners' equity (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 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, such financial statements present fairly, in all material
respects, the financial position of Nicollet Island Historic Homes, A
Minnesota Limited Partnership as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
11 is presented for purposes 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 basic financial statements taken as a whole.
LARSON, ALLEN, WEISHAIR & CO., LLP
Saint Paul, Minnesota
January 22, 1996
<PAGE>
CERTIFIED PUBLIC ACCOUNTANTS Members:
Mahoney American Institute
Ulbrichii of Certified Public Accountants
Christiansen Minnesota Society
Russ P.A. of Certified Public Accountants
Suite 800 Capital Centre
386 North Wabasha
Saint Paul, Minnesota 55102
The Partners
Paige Hall Limited Partnership
Minneapolis, Minnesota
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Paige Hall Limited
Partnership as of December 31, 1995, and the related statements of operations,
partners' capital 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. The financial statements and supplemental information of Paige
Hall Limited Partnership as Of December 31, 1994, were audited by other
auditors whose report dated January 17, 1995, expressed an unqualified report
on those financial statements and supplemental information.
We conducted our audit 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 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 Paige Hall Limited
Partnership 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.
Our audit was made for the purpose of forming an opinion on the basic 1995
financial statements taken as a whole. The supplemental information on page 9
is presented for the purposes of additional analysis and is not a required
part of the basic 1995 financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic 1995
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic 1995 financial statements taken is a whole.
Saint Paul, Minnesota
January 18, 1996<PAGE>
BERNARD ROBINSON & COMPANY, L.L.P
Certified Public Accountants since 1947
MAILING ADDRESS OFFICES
P.O. BOX 19608 109 MUIRS CHAPEL ROAD
GREENSBORO, NC 27419-9608 GREENSBORO, NC 27410
FAX (910) 547-0840 TELEPHONE (910) 294-4494
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Pine Knoll Development Company Limited Partnership
(A North Carolina Limited Partnership)Smithfield, North Carolina
We have audited the accompanying balance sheets of Pine Knoll Development
Company Limited Partnership (A North Carolina Limited Partnership) as of
December 31, 1995 and 1994, and the related statements of operations,
partners' equity, 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. 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 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 Pine Knoll Development
Company Limited Partnership as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 16, 1996, on our consideration of the internal control structure
of Pine Knoll Development Company Limited Partnership and a report dated
January 16, 1996, on its compliance with laws and regulations.
<PAGE>
BERNARD ROBINSON & COMPANY, L.L.P
Page 2
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information is
presented for the purposes 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 basic financial statements taken as a whole.
CERTIFIED PUBLIC ACCOUNTANTS
Greensboro, North Carolina
January 16, 1996
<PAGE>
GLOVER & GLOVER
CERTIFIED PUBLIC ACCOUNTANTS
206 Wilson Pike Circle
Brentwood, Tennessee 37027
M. Lawrence Glover, CPA
Byron L. Glover, CPA
MEMBERS
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
TENNESSEE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Shelbyville FH, Ltd.
We have audited the accompanying balance sheets of Shelbyville FH, Ltd. (a
Tennessee limited partnership), FMHA Project No.: 48 002 621246065, as of
December 31, 1995 and 1994, and the related statements of operations,
partners' capital 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 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
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 Shelbyville FH, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital, and cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
16 and 17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the audit 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.
Brentwood, Tennessee
March 1, 1996<PAGE>
F&A
FEGLEY & ASSOCIATES
A PROFESSIONAL CORPORATION
CERTIFIED PUBLIC ACCOUNTANTS
2250 HICKORY ROAD, SUITE 20
PLYMOUTH MEETING, PA 19462
Phone (610) 825-7400
Fax (610) 825-1297
IDEPENDENT AUDITORS' REPORT
- ---------------------------
To the Partners
The Stokes Rowe Partnership
We have audited the accompanying balance sheets of The Stokes Rowe Partnership
as of December 31, 1995 and 1994, and the related statements of operations,
partners' equity, 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 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 The Stokes Rowe Partnership
as of December 31, 1995 and 1994, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
<PAGE>
FEGLEY & ASSOCIATES
A Professional Corporation
Certified Public Accountants
To the Partners
The Stokes Rowe Partnership
Page 2
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
20 and 21 is presented for purposes 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 basic financial statements taken as a whole.
January 26, 1996
<PAGE>
GLOVER & GLOVER
CERTIFIED PUBLIC ACCOUNTANTS
206 Wilson Pike Circle
Brentwood, Tennessee 37027
M. Lawrence Glover, CPA
Byron L. Glover, CPA
MEMBERS
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
TENNESSEE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Suncrest, Ltd.
We have audited the accompanying balance sheets of Suncrest, Ltd. (a Tennessee
limited partnership), FMHA Project No.: 48 015 621251107, as of December 31,
1995 and 1994, and the related statements of operations, partners' capital 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 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 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 Suncrest, Ltd. as of December
31, 1995 and 1994, and the results of its operations, the changes in partners'
capital, and cash flows for the years then ended in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
15 and 16 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the audit 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.
Brentwood, Tennessee
March 1, 1996
<PAGE>
GLOVER & GLOVER
CERTIFIED PUBLIC ACCOUNTANTS
206 Wilson Pike Circle
Brentwood, Tennessee 37027
M. Lawrence Glover, CPA
Byron L. Glover, CPA
MEMBERS
AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS
TENNESSEE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Warren Properties, Ltd.
We have audited the accompanying balance sheets of Warren Properties, Ltd. (a
Tennessee limited partnership), FMHA Project No.: 48 089 621237357, as of
December 31, 1995 and 1994, and the related statements of operations,
partners' capital 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 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
audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test
as is, 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 Warren Properties, Ltd. as of
December 31, 1995 and 1994, and the results of its operations, the changes in
partners' capital, and cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
16 and 17 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such Information has been
subjected to the audit 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.
Brentwood, Tennessee
March 1, 1996<PAGE>
BERNARD, JOHNSON & COMPANY
Certified Public Accountants, Inc.
15 Main Street
Topsfield, MA 01983
Tel (508) 887-2220
Fax 1508) 887-5443
501 Islington Street
Portsmouth, NH 03801
Tel (603) 427-0888
Fax (603) 436-3784
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners
Washington Mews Limited Partnership
We have audited the accompanying balance sheet of Washington Mews Limited
Partnership as of December 31, 1995, and the related statements of operations
and 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. 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 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 Washington Mews Limited
Partnership 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.
The accompanying financial statements for the year ended December 31, 1994
were compiled by us. A compilation is limited to presenting in the form of
financial statements information that is the representation of management. We
have not audited or reviewed the 1994 financial statements and, accordingly,
do not express an opinion or any other form of assurance on them.
Topsfield, Massachusetts
January 12, 1996
<PAGE>
FECTEAU & COMPANY, P.C.
Certified Public Accountants
Advisors of Taxation
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners
Carthage Court Housing Company
Delmar, New York
We have audited the accompanying balance sheets of Carthage Court Housing
Company as of December 31, 1993 and 1992, and the related statements of
operations, partners' deficft, and cash flows for the years then ended. The
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on the 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. 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 statements 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 Carthage Court Housing
Company, as of December 31, 1993 and 1992, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
As discussed in Note 7 to the financial statements, the Partnership's general
partner is under investigation by the United States Attorney. It is not
possible at present to predict the outcome of this investigation or to
estimate any possible resulting gain or loss. Therefore, no provision for
gain or loss that may result has been included in these financial statements.
FECTEAU & COMPANY, P.C.
February 18, 1994
Albany, New York
Executive Woods, 4 Atrium Drive, Albany, NY 12205
(518) 438-7400 / FAX (518)438-7444
Member
American Institute of Certified Public Accountants
(Private Companies Practice Section & Tax Division)
New York State Society of CPA's
A Massachusetts State Society of CPA's
<PAGE>
BRAUNSDORF, CARLSON AND CLINKINBEARD
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
990 SW Fairlawn
Topeka, Kansas 66606-2384
(913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA
Gerry F. Carlson, CPA Marge S. Carlson, CPA
Steve Clinkinbeard, CPA Douglas W. Glenn, CPA
David N. Allison, CPA Cynthia A. Henley, CPA
Michael E. Ruhlman, CPA Royce C. Janssen, CPA
D. Thad Sullivan, CPA Cheryl J. Page, CPA
Kirk W. Wiesner, CPA Denise J. Peterson, CPA
- ------------------------ Steven A. Ridpath, CPA
Edward D. Fenton, Principal Michael D. Schirmer,CPA
James R. Showalter, CPA
-----------------------
Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
- --------------------------------------------------
To the Partners
Bloomfield Associates Limited Partnership
Bloomfield, Missouri
We have audited the accompanying balance sheets of Bloomfield Associates
Limited Partnership (a Missouri limited partnership) as of December 31, 1993
and 1992, and the related statements of loss, partners' equity 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 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, the financial statements referred to above present fairly, in
all material respects, the financial position of Bloomfield Associates Limited
Partnership as of December 31, 1993 and 1992 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
BRAUNSDORF, CARLSON AND CLINKINBEARD, CPA'S P.A.
Topeka, Kansas
February 16, 1994
16322A<PAGE>
BRAUNSDORF, CARLSON AND CLINKINBEARD
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
990 SW Fairlawn
Topeka, Kansas 66606-2384
(913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA
Gerry F. Carlson, CPA Marge S. Carlson, CPA
Steve Clinkinbeard, CPA Douglas W. Glenn, CPA
David N. Allison, CPA Cynthia A. Henley, CPA
Michael E. Ruhlman, CPA Royce C. Janssen, CPA
D. Thad Sullivan, CPA Cheryl J. Page, CPA
Kirk W. Wiesner, CPA Denise J. Peterson, CPA
- ------------------------ Steven A. Ridpath, CPA
Edward D. Fenton, Principal Michael D. Schirmer,CPA
James R. Showalter, CPA
-----------------------
Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Garden City Family Housing, L.P.
We have audited the accompanying balance sheets of Garden City Family Housing,
L.P. (a Missouri limited partnership) FMHA Case No. : 29-019-431455031 as of
December 31, 1993 and 1992, and the related statements of loss, partners'
equity and cash flows for the years then ended. These financial statements
are the responsibility of the partnerships 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 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 Garden City Family Housing,
L.P. as of December 31, 1993 and 1992, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
Braunsdorf, Carlson and Clinkinbeard, CPA'S, P.A.
Topeka, Kansas
February 4, 1994
15336A<PAGE>
JAMES KNUTZEN & ASSOCIATES, C.P.A's, PA.
SUITE 230
3100 UNIVERSITY BOULEVARD SOUTH
JACKSONVILLE, FLORIDA 32216
(904) 725-5832 FAX (904) 727-6835
James Knutzen, C.P.A., M.B.A MEMBER OF AMERICAN
Christina E. Gibson, C.P.A. AND FLORIDA INSTITUTES OF
Raju Iyer, C.P.A. CERTIFIED PUBLIC ACCOUNTANTS
Gregory Korn, C.P.A.
Todd Middlemas, C.P.A.
Wilson Trammell, C.P.A.
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners of
Immokalee RRH, Ltd.
We have audited the accompanying balance sheets of Immokalee RRH, Ltd. (a
Florida Limited Partnership), FMHA Project No.:09-11-263201371 as of December
31, 1995 and 1994, and the related statements of operations, partners, equity
(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 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
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 Immokalee RRH, Ltd. (a
Florida Limited Partnership) as of December 31, 1995 and 1994, and the results
of its operations, partners' equity (deficit), and cash flows for the years
then ended in conformity with generally accepted accounting principles.
<PAGE>
JAMES KNUTZEN & ASSOCIATES
C.P.A.'S, P.A.
To the Partners of
Immokalee RRH, Ltd.
Page Two
In accordance with Government Auditing Standards, we have also issued a report
dated February 15, 1996 on our consideration of Immokalee RRH, Ltd.'s internal
control structure and a report dated February 15, 1996 on its compliance with
laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information on pages
14 - 17 is not a required part of the basic financial statements. Such
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.
JAMES KNUTZEN & ASSOCIATES, C.P.A.'S, P.A.
Jacksonville, Florida
February 15, 1996
<PAGE>
BRAUNSDORF, CARLSON AND CLINKINBEARD
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
990 SW Fairlawn
Topeka, Kansas 66606-2384
(913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA
Gerry F. Carlson, CPA Marge S. Carlson, CPA
Steve Clinkinbeard, CPA Douglas W. Glenn, CPA
David N. Allison, CPA Cynthia A. Henley, CPA
Michael E. Ruhlman, CPA Royce C. Janssen, CPA
D. Thad Sullivan, CPA Cheryl J. Page, CPA
Kirk W. Wiesner, CPA Denise J. Peterson, CPA
- ------------------------ Steven A. Ridpath, CPA
Edward D. Fenton, Principal Michael D. Schirmer,CPA
James R. Showalter, CPA
-----------------------
Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFILP PUBLIC ACCOUNTANTS
- --------------------------------------------------
To the Partners
Marionville III Family Housing, L.P.
We have audited the accompanying balance sheets of Marionville III Family
Housing, L.P. (a Missouri limited partnership) FMHA Case No. :
29-055-431450564 as of December 31, 1993 and 1992, and the related statements
of loss, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the partnerships 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 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 Marionville III Family
Housing, L.P. as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Braunsdorf, Carlson and Clinkinbeard, C.P.A.'s, P.A.
Topeka, Kansas
February 2, 1994
15340A
<PAGE>
ZINER & COMPANY, P.C.
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners of
300 Shawmut Avenue Limited Partnership
We have audited the accompanying balance sheets of 300 Shawmut Avenue Limited
Partnership (a Massachusefts limited partnership) as of December 31, 1995 and
1994 and the related statements of operations, partners' equity, and cash
flows for the years then ended. These financial statements are the
responsibility of the general partner. 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 audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by the general partner, 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 300 Shawmut Avenue Limited
Partnership as of December 31, 1995 and 1994, and the results of its
operations, its changes in partners' equity and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
January 9, 1996
<PAGE>
HUNTER & ADAMS, P.A.
Certified Public Accountants
4217 Baymeadows Road Suite 2
Jacksonville, Florida 32217
(904) 367-0852 Fax (904) 731-0352
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Liberty Center, Ltd.
We have audited the accompanying balance sheet of Liberty Center, Ltd. as of
December 31, 1994 and 1993, and the related statements of operations,
partners' equity 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. 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 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 Liberty Center, Ltd. as of
December 31, 1994 and 1993, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
March 15, 1995<PAGE>
CURTIS W. CHRISTENSEN & CO.
Certified Public Accountants
109 South Main Street
Sheridan, Wyoming 82801
Sheridan (307) 674-6609
Fax # (307) 674-7017
John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- --------------------------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners
Platteville Apartments, A Limited Partnership
Sheridan, Wyoming 82801
We have audited the accompanying balance sheets of Platteville Apartments, A
Limited Partnership, as of December 31, 1994 and 1993, and the related
statements of operations and changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of
the company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. 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 Platteville Apartments, A
Limited Partnership as of 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.
<PAGE>
CURTIS W. CHRISTENSEN & CO.
Page 2
our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
16 is presented for the purposes 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 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.
Curtis W. Christensen & Co.
Certified Public Accountants
Sheridan, Wyoming
January 31, 1995
<PAGE>
CURTIS W. CHRISTENSEN & CO.
Certified Public Accountants
109 South Main Street
Sheridan, Wyoming 82801
Sheridan (307) 674-6609
Fax # (307) 674-7017
John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- --------------------------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners
Belen Apartments, A Limited Partnership
Sheridan, Wyoming 82801
We have audited the accompanying balance sheets of Belen Apartments, A Limited
Partnership, as of December 31, 1994 and 1993, and the related statements of
operations, Partners, equity 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 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
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 Belen Apartments, A Limited
Partnership as of 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.
<PAGE>
CURTIS W. CHRISTENSEN & CO.
Page 2
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
15 and 16 is presented for purposes 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 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.
Curtis W. Christensen & Co.
Certified Public Accountants
Sheridan, Wyoming
January 31, 1995
<PAGE>
CURTIS W. CHRISTENSEN & CO.
Certified Public Accountants
109 South Main Street
Sheridan, Wyoming 82801
Sheridan (307) 674-6609
Fax # (307) 674-7017
John P. Croff, C.P.A. 1922-1974
J. Gordon Macalister, C.P.A. 1916-1978
- --------------------------------------
Curtis W. Christensen, C.P.A.
Steven W. Rucki, C.P.A.
INDEPENDENT AUDITORS' REPORT
- ----------------------------
To the Partners
Kersey Apartments, A Limited Partnership
Sheridan, Wyoming 82801
We have audited the accompanying balance sheets of Kersey Apartments, A
Limited Partnership as of December 31, 1994 and 1993 and the related
statements of operations, partners, equity 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 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
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 Kersey Apartments, A Limited
Partnership as of 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.
<PAGE>
CURTIS W. CHRISTENSEN & CO.
Page 2
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page
15 is presented for the purposes 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 basic financial statements taken as a whole.
Curtis W. Christensen & Co.
Certified Public Accountants
Sheridan, Wyoming
January 31, 1995
<PAGE>
BRAUNSDORF, CARLSON AND CLINKINBEARD
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
990 SW Fairlawn
Topeka, Kansas 66606-2384
(913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA
Gerry F. Carlson, CPA Marge S. Carlson, CPA
Steve Clinkinbeard, CPA Douglas W. Glenn, CPA
David N. Allison, CPA Cynthia A. Henley, CPA
Michael E. Ruhlman, CPA Royce C. Janssen, CPA
D. Thad Sullivan, CPA Cheryl J. Page, CPA
Kirk W. Wiesner, CPA Denise J. Peterson, CPA
- ------------------------ Steven A. Ridpath, CPA
Edward D. Fenton, Principal Michael D. Schirmer,CPA
James R. Showalter, CPA
-----------------------
Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFILP PUBLIC ACCOUNTANTS
- --------------------------------------------------
To the Partners
Nebraska City Senior Housing, A Limited Partnership
We have audited the accompanying balance sheets of Nebraska City Senior
Housing, A Limited Partnership (a Nebraska limited partnership) Case No. :
32-066-480999989 as of December 31, 1993 and 1992, and the related statements
of loss, partners' equity 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 audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an 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 Nebraska City Senior Housing,
A Limited Partnership as of December 31, 1993 and 1992, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Braunsdorf, Carlson and Clinkinbeard, CPA'S, P.A.
Topeka, Kansas
January 29, 1994
15332A<PAGE>
MUELLER & WALLA, P.C.
Certified Public Accountants
10714 MANCHESTER ROAD
SUITE 202
KIRKWOOD, MISSOURI 63122
(314) 822-6575
INDEPENDENT AUDITORS' REPORT
- ----------------------------
The Partners
Fredericktown Associates II, L.P.
Fredericktown, Missouri
We have audited the accompanying balance sheets of Fredericktown Associates
II, L.P. (a limited partnership) as of December 31, 1994 and 1993, and the
related statements of operations, partners' capital 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 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 fmancial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall fmancial
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 Fredericktown Associates II,
L.P. as of December 31, 1994 and 1993, and the results of its operations,
changes in partners' capital and cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included
on page 11 is presented for purposes 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 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.
Mueller & Walla, P.C.
Certified Public Accountants
February 1, 1995
<PAGE>
MCMAHON, O'POLKA
GUELCHER & ASSOCIATES, INC.
Certified Public Accountants
Erie, Meadville, Franklin
516 West Tenth Street
Erie, Pennsylvania 16502-1352
(814) 459-1445
FAX 459-1924
INDEPENDENT AUDITOR'S REPORT
- ----------------------------
To the Partners
Blairview Associates Limited Partnership
d/b/a/ Blairview Apartments
We have audited the accompanying balance sheets of Blairview Associates
Limited Partnership d/b/a Blairview Apartments ("Blairview"), FmHA Project
No.: 44-032-221552215, as of December 31, 1993 and 1992, and the related
statements of operations and partners' equity, and cash flows for the years
then ended. Our 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. 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 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 Blairview as of December 31,
1993 and 1992, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
MCMAHON, O'POLKA, GUELCHER & ASSOCIATES, INC.
Erie Pennsylvania
February 15, 1994
<PAGE>
American Affordable Housing II Limited Partnership
BALANCE SHEETS
March 31, 1996 and 1995
1996 1995
---- ----
ASSETS
INVESTMENTS IN OPERATING LIMITED
PARTNERSHIPS (notes A, D and E) $4,153,171 $5,214,921
OTHER ASSETS
Cash 34,944 26,751
Note receivable (note C) 78,875 95,375
Other assets 7,849 7,849
--------- ---------
$4,274,839 $5,344,896
========= =========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES
Due to affiliates (note B) $3,133,894 $2,643,572
Accounts payable 3,500 471
--------- ---------
3,137,394 2,644,043
--------- ---------
PARTNERS' CAPITAL (note A)
Limited Partners
Units of limited partnership interest
consisting of 50,000 authorized units,
$1,000 stated value per unit; issued
and outstanding, 26,501 units 1,355,977 2,903,751
General Partners (218,532) (202,898)
--------- ---------
1,137,445 2,700,853
--------- ---------
$4,274,839 $5,344,896
========= =========
See notes to financial statements
- F-3 -<PAGE>
American Affordable Housing II Limited Partnership
STATEMENTS OF OPERATIONS
Years ended March 31, 1996 and 1995
1996 1995 1994
---- ---- ----
Income
Interest income $ 783 $ 520 $ 223
Miscellaneous income - 1,650 1,050
---------- ---------- ----------
783 2,170 1,273
---------- ---------- ---------
Share of losses from operating
limited partnerships (note A) (1,047,309) (1,392,030) (1,579,365)
Expenses
Professional fees 39,192 35,661 28,268
Amortization (note A) - - 1,624
General and administrative
expense (note B) 16,661 15,997 11,293
Asset management fee (note B) 461,029 451,449 459,481
---------- ---------- ----------
(1,564,191) (1,895,137) (2,080,031)
---------- ---------- ----------
NET LOSS $(1,563,408) $(1,892,967) $(2,078,758)
========== ========== ==========
Net loss allocated to general
partners $(15,634) $(18,930) $(20,788)
======= ======= =======
Net loss allocated to limited
partners $(1,547,774) $(1,874,037) $(2,057,970)
========== ========== ==========
Net loss per unit of limited
partnership interest $ (58.40) $(70.72) $(77.66)
====== ====== ======
See notes to financial statements
- F-4 -<PAGE>
American Affordable Housing II Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
Years ended March 31, 1996, 1995 and 1994
Limited General
Partners Partners Total
-------- -------- -----
Partners' capital,
March 31, 1993 $6,835,758 $(163,180) $6,672,578
Net loss (2,057,970) (20,788) (2,078,758)
--------- -------- ---------
Partners' capital,
March 31, 1994 4,777,788 (183,968) 4,593,820
Net loss (1,874,037) (18,930) (1,892,967)
--------- -------- ---------
Partners' capital,
March 31, 1995 2,903,751 (202,898) 2,700,853
Net loss (1,547,774) (15,634) (1,563,408)
--------- -------- ---------
Partners' capital,
March 31, 1996 $1,355,977 $(218,532) $1,137,445
========= ======= =========
See notes to financial statements
- F-5 -<PAGE>
American Affordable Housing II Limited Partnership
STATEMENTS OF CASH FLOWS
Years ended March 31, 1996, 1995 and 1994
1996 1995 1994
---- ---- ----
Cash flows from operating activities
Net loss $(1,563,408)$(1,892,967)$(2,078,758)
Adjustments to reconcile net
loss to net cash provided by
(used in) operating activities
Cash flows from operating
limited partnerships 14,441 7,560 7,388
Share of losses from operating
limited partnerships 1,047,309 1,392,030 1,579,365
Amortization - - 1,624
Increase in accounts payable 3,029 471 -
Increase in due to affiliates 490,322 601,411 481,345
---------- ---------- ----------
Net cash provided by
(used in) operating activities (8,307) 108,505 (9,036)
---------- ---------- ----------
Cash flows from investing activities
Repayment of tax credit adjusters
by operating limited partnerships - - 20,857
Advance to an operating limited partnership - (100,375) -
Repayment by an operating
limited partnership 16,500 5,000 -
---------- ---------- ----------
Net cash provided by (used in)
investing activities 16,500 (95,375) 20,857
---------- ---------- ----------
NET INCREASE IN CASH 8,193 13,130 11,821
Cash, beginning 26,751 13,621 1,800
---------- ---------- ----------
Cash, ending $ 34,944 $ 26,751 $ 13,621
========== ========== ==========
Supplemental schedule of noncash
investing and financing activities
The partnership has increased its
investments in operating limited
partnerships for amounts required to be
reversed by the operating limited
partnerships for low income tax credits
not generated by the operating limited
partnerships $ - $(20,857) $ -
======= ======= =======
See notes to financial statements
- F-6 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 1996, 1995 and 1994
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
American Affordable Housing II Limited Partnership (the "partnership") was
ormed under the laws of the Commonwealth of Massachusetts on May 13, 1987,
for the purpose of acquiring, holding, and disposing of limited partnership
interests in operating limited partnerships which were established to acquire,
develop, rehabilitate, operate and own newly constructed, existing or
rehabilitated apartment complexes which qualify for the Low-Income Housing Tax
Credit established by the Tax Reform Act of 1986. Certain of the apartment
complexes may also qualify for the Historic Rehabilitation Tax Credit for their
rehabilitation of certified historic structures; accordingly, the apartment
complexes are restricted as to rent charges and operating methods and are
subject to the provisions of Section 42(g)(2) of the Internal Revenue Code
relating to the rehabilitation investment credit. The general partners of the
partnership are Boston Capital Associates Limited Partnership and Boston
Capital Associates.
In accordance with the limited partnership agreement, profits, losses and cash
flow (subject to certain priority allocations and distributions) and tax
credits are allocated 99% to the limited partners and 1% to the general
partners.
Pursuant to the Securities Act of 1933, the partnership filed a Form S-11
Registration Statement with the Securities and Exchange Commission, effective
September 21, 1987, which covered the offering (the "Public Offering") of the
partnership's units of limited partnership interest, as well as the units of
limited partnership interest offered by American Affordable Housing I, III, IV
and V Limited Partnerships. The partnership registered 50,000 units of limited
partnership interest at $1,000 each unit for sale to the public. During 1988,
the partnership sold 26,501 units of limited partnership interest, representing
$26,501,000 of capital contributions.
Organization Costs
- ------------------
Organization costs were amortized on the straight-line method over sixty
months.
Investments in Operating Limited Partnerships
- ---------------------------------------------
The partnership accounts for its investments in operating limited partnerships
using the equity method of accounting. Under the equity method of accounting,
the partnership adjusts its investment cost for its share of each operating
partnership's results of operations and for any distributions received or
accrued. However, the partnership recognizes an individual operating
- F-7 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
31, 1996, 1995 and 1994
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
partnership's losses only to the extent of capital contributions and
acquisition expenses. Unrecognized losses will be suspended and offset
againstfuture individual operating partnerships' income.
Income Taxes
- ------------
No provision or benefit for income taxes has been included in these financial
statements since taxable income or loss passes through to, and is reportable
by, the partners individually.
Fiscal Year
- -----------
For financial reporting purposes, the partnership uses a March 31 year-end,
whereas for income tax reporting purposes, the partnership uses a calendar
year. The operating limited partnerships use a calendar year for both financial
and income tax reporting.
Net Loss per Unit of Limited Partnership Interest
- -------------------------------------------------
Net loss per unit of limited partnership interest is calculated based upon the
number of units outstanding. For each of the three years in the period ended
March 31, 1996, 26,501 units were outstanding.
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.
Recent Accounting Statements Not Yet Adopted
- --------------------------------------------
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121 is
effective for financial statements issued for fiscal years beginning after
December 15, 1995, with earlier application permitted. SFAS No. 121 addresses
- F-8 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(Continued)
the accounting for long-lived assets and certain identifiable intangibles to be
held and used by an entity to be reviewed for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may not
be recoverable. The partnership will adopt SFAS No. 121 on April 1, 1996, as
required. Adopting SFAS No. 121 is not expected to have a significant effect on
the partnership's financial statements.
NOTE B - RELATED PARTY TRANSACTIONS
During the years ended March 31, 1996, 1995 and 1994, the partnership entered
into several transactions with various affiliates of the general partners,
including Boston Capital Partners, Inc. and Boston Capital Communications
Limited Partnership, as follows:
General and administrative expenses of $3,665, $931 and $1,079 incurred by
Boston Capital Communications Limited Partnership and Boston Capital Partners,
Inc. were charged to operations during the years ended March 31, 1996, 1995 and
1994, respectively. At March 31, 1996 and 1995, the unpaid general and
administrative expenses totaled $17,954 and $16,473, respectively.
During the year ended March 31, 1995, Boston Capital Partners advanced the
partnership $34,042 in order to fund professional fees and obligations. The
advance is noninterest-bearing and due on demand. This amount remains payable
at March 31, 1996 and 1995. During the years ended March 31, 1996 and 1995,
Boston Capital Communications Limited Partnership advanced the partnership
$34,100 and $10,015, respectively, in order to fund professional fees and
obligations. In addition, during the year ended March 31, 1995, Boston Capital
Communications Limited Partnership advanced the partnership $100,375 in order
to fund an advance made to an operating limited partnership as more fully
described in note C. The partnership repaid the affiliate $16,500 and $5,000
during the fiscal year ended March 31, 1996, and 1995, respectively. At March
31, 1996 and 1995, due to affiliates includes $122,990 and $105,390. The
advance is noninterest-bearing and due on demand.
An annual asset management fee based on 0.5 percent of the aggregate cost of
all apartment complexes acquired by the operating limited partnerships has been
accrued as payable to Boston Capital Communications Limited Partnership. The
aggregate cost is comprised of the capital contributions made by the
partnership to the operating limited partnership and 99% of the permanent
financing at the operating limited partnership level. At March 31, 1996 and
1995, the unpaid asset management fees totaled $2,958,908 and $2,487,667,
- F-9 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE B - RELATED PARTY TRANSACTIONS (Continued)
respectively. The fee is payable without interest as sufficient funds become
available. The asset management fees charged to operations during the years
ended March 31, 1996, 1995 and 1994 were $471,241, $471,241 and $471,241,
respectively, which are netted with reporting fees paid by the operating
limited partnerships. For the years ended March 31, 1996, 1995 and 1994, the
amount of reporting fees paid by the operating limited partnership was $10,212,
$19,792 and $11,760, respectively.
NOTE C - NOTE RECEIVABLE
Note receivable consists of an advance made to an operating limited partnership
during the fiscal year ended March 31, 1995 in the original amount of $100,375.
Annual payments of principal and interest shall be made from available cash
flow. The note is secured by a second mortgage on the property owned by the
operating limited partnership, which bears interest at 6% per annum and is due
December 31, 1997. During the fiscal year ended March 31, 1996 and 1995,
$16,500 and $5,000, respectively, was repaid and $78,875 remains payable at
March 31, 1996. The carrying amount of the note receivable approximates fair
value as of March 31, 1996.
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
At March 31, 1996 and 1995, the partnership has limited partnership equity
interests in 50 and 51 operating limited partnerships, respectively, which own
apartment complexes. During September 1995, the partnership disposed of their
limited partnership interest in one of the operating limited partnerships.
Under the terms of the partnership's investment in each operating limited
partnership, the partnership was required to make capital contributions to the
operating limited partnerships. These contributions were payable in
installments over several years upon each operating limited partnership
achieving specified levels of construction and/or operations. All contributions
have been made to the operating limited partnerships as of March 31, 1996 and
1995. The partnership has no further obligation to make any additional
contributions.
- F-10 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The partnership's investments in operating limited partnerships at March 31,
1996 and 1995 are summarized as follows:
1996 1995
---- ----
Capital contributions paid to operating
limited partnerships, net of tax
credit adjusters of $213,468 and
$213,468, respectively $19,473,665 $19,473,665
Acquisition costs of operating
limited partnerships 2,492,705 2,492,705
Cumulative losses from operating
limited partnerships (17,755,545)(16,708,236)
Cumulative distributions from
operating limited partnerships (57,654) (43,213)
---------- ----------
Investment per balance sheet 4,153,171 5,214,921
Acquisition costs not included in net
assets of operating limited
partnerships (122,748) (124,060)
Loss from operating limited partnerships
of $253,315 and $875,460 for the three
months ended March 31, 1990 and 1989
which the operating limited partnerships
have not included in partners' capital 1,128,775 1,128,775
Tax credit adjusters not accounted for
in net assets of operating limited
partnerships (121,349) (121,349)
Cumulative losses of operating limited
partnerships not recognized under the
equity method of accounting (3,233,770) (3,334,984)
Other adjustments (193,307) (84,298)
---------- ----------
Equity per operating limited
partnerships' combined financial
statements $ 1,610,772 $ 2,679,005
========== ==========
- F-11 -
<PAGE>
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized balance sheets of the operating limited partnerships at
December 31, 1995 and 1994 are as follows:
COMBINED SUMMARIZED BALANCE SHEETS
1995 1994
---- ----
ASSETS
Buildings and improvements, net of
accumulated depreciation of
$22,649,944 and $20,818,360 $67,449,252 $74,867,469
Land 4,449,946 5,358,612
Other assets 5,561,997 6,005,243
---------- ----------
$77,461,195 $86,231,324
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Mortgages payable $69,864,238 $76,206,951
Accounts payable and accrued
expenses 2,614,244 2,573,529
Other liabilities 2,238,330 3,296,296
---------- ----------
74,716,812 82,076,776
---------- ----------
PARTNERS' CAPITAL
American Affordable Housing II
Limited Partnership 1,610,772 2,679,005
Other partners 1,133,611 1,475,543
---------- ----------
2,744,383 4,154,548
---------- ----------
$77,461,195 $86,231,324
========== ==========
- F-12 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
(Continued)
The combined summarized statements of operations of the operating limited
partnerships for the years ended December 31, 1995, 1994 and 1993 are as
follows:
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
1995 1994 1993
---- ---- ----
Revenue
Rental $ 9,835,175 $11,419,864 $11,575,619
Interest and other 551,831 580,081 443,388
---------- ---------- ----------
10,387,006 11,999,945 12,019,007
---------- ---------- ----------
Expenses
Interest 3,215,662 4,848,518 5,513,152
Depreciation and amortization 3,054,807 3,288,332 3,381,066
Taxes and insurance 1,458,100 1,449,573 1,497,092
Repairs and maintenance 1,707,222 1,425,577 1,312,835
Operating expenses 3,491,717 3,885,811 3,371,740
---------- ---------- ----------
12,927,508 14,897,811 15,075,885
---------- ---------- ----------
NET LOSS $(2,540,502)$(2,897,866)$(3,056,878)
========== ========== ==========
Net loss allocated to American
Affordable Housing II
Limited Partnership* $(2,342,459)$(2,765,480)$(2,313,872)
========== ========== ==========
Net loss allocated to other
partners $(198,043) $(132,386) $(743,006)
======== ======== ========
* Amounts include $1,295,150, $1,373,450 and $734,507 for the years ended
December 31, 1995, 1994, and 1993, respectively, of loss not recognized
under the equity method of accounting as described in note A.
- F-13 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO TAX RETURN
The partnerships' net loss for financial reporting and tax return purposes
is reconciled as follows:
Year ended March 31,
--------------------
1996 1995 1994
---- ---- ----
Net loss for financial reporting
purposes $(1,563,408)$(1,892,967)$(2,078,758)
Operating limited partnership
rents received in advance 2,695 - (185)
Related party expenditures 78,092 87,804 42,601
Asset management fee not
deductible for tax purposes
until paid 452,569 471,241 471,241
Excess of tax depreciation over
book depreciation on operating
limited partnership assets (435,751) (404,280) (368,987)
Difference due to fiscal year
for book purposes and calendar
year for tax purposes 463,144 20,334 41,058
Operating limited partnership net
loss not allowed for financial
reporting under equity method (1,295,150) (1,373,450) (734,507)
Suspended losses removed upon
disposition of investment in
operating limited partnership 1,396,364 - -
Other 360,055 (24,378) 204,793
---------- ---------- ----------
Net loss for income tax
purposes $ (541,390)$(3,115,696)$(2,422,744)
========== ========== ==========
- F-14 -<PAGE>
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO TAX RETURN
(Continued)
The differences between the investments in operating limited partnerships for
tax purposes and financial statement purposes are primarily due to the
differences in the losses not recognized under the equity method of accounting,
the three-month period due to fiscal year reporting and the historic tax credits
taken for income tax purposes. At March 31, 1996 and 1995, the differences are
as follows:
1996 1995
---- ----
Investment in operating limited
partnerships - tax basis $ 476,911 $ 986,082
Add back cumulativelosses not
recognized under the equity method 3,233,770 3,334,984
Estimated share of loss of
$253,315 and $875,460 for
the three months ended
March 31, 1990 and 1989 due
to fiscal year reporting (1,128,775)(1,128,775)
Historic tax credits - cumulative 623,566 623,566
Other 947,699 1,399,064
--------- ---------
Investment in operating limited
partnerships - as reported $4,153,171 $5,214,921
========= =========
- F-15 -
<PAGE>
FINANCIAL STATEMENTS AND INDEPENDENT
AUDITORS' REPORT
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
DECEMBER 31, 1995 AND 1994<PAGE>
C O N T E N T S
PAGE
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
BALANCE SHEETS 4-5
STATEMENT OF OPERATIONS 6
STATEMENT OF PARTNERS' EQUITY (DEFICIT) 7
STATEMENT OF CASH FLOWS 8
NOTES TO FINANCIAL STATEMENTS 9-14
SUPPLEMENTAL INFORMATION
SCHEDULES OF RENTING, ADMINISTRATIVE,
OPERATING, MAINTENANCE, TAXES AND
INSURANCE, AND INTEREST EXPENSE 15-17<PAGE>
ALLARD, ALLARD, TRIGGS & COMPANY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
259 PAGE BOULEVARD
SPRINGFIELD, MASSACHUSETTS 01104
------
TELEPHONE: (413) 785-1414
FAX: (413) 739-9618
COLLEEN E. ALLARD, C.P.A.
ROGER D. ALLARD, C.P.A.
BARRY W. CROWLEY, C.P.A. MARTIN R. TRIGGS, C.P.A. - 1947-1980
INDEPENDENT AUDITORS' REPORT
To the Partners
Riverplace Apartments Limited Partnership
We have audited the accompanying balance sheet of Riverplace Apartments
Limited Partnership as of December 31, 1995 and 1994 and the related
statements of operations, partners' equity, and cash flows for the years then
ended. The financial statements are the responsibility of the partnership's
management. Our responsibility is to express an opinion on the 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 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 Riverplace Apartments Limited
Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
schedules on pages 13-15 are presented only for analysis purposes and are 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. All information included in the schedules is the
representation of the management of Riverplace Apartments Limited Partnership.
We did not become aware of any material modifications that should be made to
this supplementary information.
January 31, 1996
-3-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
ASSETS
1995 1994
CURRENT ASSET ---- ----
Cash $ 1,087 $ 8,764
Accounts Receivable - Tenants 9,026 6,950
Accounts Receivable Subsidy 23,838 19,755
Miscellaneous Receivable 721 1,984
Prepaid Insurance 22,473 14,375
--------- ---------
Total Current Assets 57,145 51,828
--------- ---------
RESTRICTED DEPOSITS AND FUNDED RESERVES
Tenants' Security Deposits 14,209 16,355
Replacement Reserve Escrow 459 25,547
--------- ---------
14,668 41,902
--------- ---------
RENTAL PROPERTY - AT COST
Buildings 6,361,051 6,361,051
Furniture and Equipment 343,669 290,604
Motor Vehicles 1,063
--------- ---------
6,705,783 6,651,655
Less Accumulated Depreciation 1,282,153 1,096,806
--------- ---------
5,423,630 5,554,849
--------- ---------
Land 175,260 175,260
--------- ---------
OTHER ASSETS
Organization Costs, Less Accum. Amort.
of $90,795 (1995) and $87,646 (1994) 49,729 52,878
--------- ---------
$5,720,432 $5,876,717
========= =========
The accompanying notes are an integral part of these statements.
-4-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
BALANCE SHEETS
DECEMBER 31, 1995 AND 1994
LIABILITIES AND PARTNERS' EQUITY
1995 1994
CURRENT LIABILITIES ---- ----
Accounts Payable - Trade $ 116,039 $ 53,598
Current Maturities of Long-Term Debt 53,500 53,500
Accrued Expenses 68,438 63,384
--------- ---------
Total Current Liabilities 237,977 170,482
--------- ---------
DEPOSIT LIABILITY
Tenants' Security Deposits 12,381 12,479
--------- ---------
LONG-TERM LIABILITIES
Mortgage Payable 4,251,693 4,304,403
Less Current Maturities ( 53,500) ( 53,500)
--------- ---------
4,198,193 4,250,903
--------- ---------
Due To Related Parties 67,808 42,294
--------- ---------
Total Liabilities 4,516,359 4,476,158
PARTNERS' EQUITY 1,204,073 1,400,559
--------- ---------
$5,720,432 $5,876,717
========= =========
The accompanying notes are an integral part of these statements.
-5-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
STATEMENT OF OPERATIONS
DECEMBER 31, 1995 AND 1994
1995 1994
Revenue ---- ----
Rents $ 1,054,100 $ 1,118,132
Laundry and Miscellaneous Income 4,518 1,716
Interest Income 997 1,804
--------- ---------
1,059,615 1,121,652
--------- ---------
Expenses
Renting 6,849 3,617
Administrative 83,578 82,645
Management Fee 63,164 67,192
Operating 279,930 230,260
Maintenance 87,237 58,234
Taxes 13,289 31,802
Insurance 105,704 89,960
Interest on Mortgage 427,638 432,930
Other Interest 216 179
Depreciation and Amortization 188,496 183,455
--------- ---------
1,256,101 1,180,274
--------- ---------
Net Loss From Rental Operations $( 196,486)$( 58,622)
========= =========
The accompanying notes are an integral part of these statements.
-6-
<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
STATEMENT OF PARTNERS' EQUITY
DECEMBER 31, 1995 AND 1994
General Limited
Total Partners Partner
----- -------- -------
Partners' Equity $ 960,438 $ 24,068 $ 936,370
Payment Of Subscription
Receivable 1,216,000 1,216,000
Distributions (Note F) ( 28,736) ( 4,073) ( 24,663)
Cumulative Net (Loss) ( 554,979) ( 5,550) ( 549,429)
--------- ------- ---------
Partners' Equity
December 31, 1993 1,592,723 14,445 1,578,278
Distributions ( 133,542) (133,542)
Net (Loss) 1994 (Note G) ( 58,622) ( 586) ( 58,036)
--------- ------- ---------
Partners' Equity
December 31, 1994 1,400,559 (119,683) 1,520,242
Net (Loss) 1995 (Note G) ( 196,486) ( 1,965) ( 194,521)
--------- ------- ---------
Partners' Equity
December 31, 1995 $ 1,204,073 $(121,648) $ 1,325,721
========= ======= =========
Percentage (Note F) 100% 1% 99%
==== ==== ====
The accompanying notes are an integral part of these statements.
-7-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
STATEMENT OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
---- ----
Cash Flow From Operating Activities
Net Loss $(196,486) $( 58,622)
Adjustments to Reconcile Net Loss
to Net Cash Provided (Used) By
Operating Activities
Depreciation 185,347 180,306
Amortization 3,149 3,149
(Increase) Decrease in Accounts
Receivable - Tenant ( 2,076) ( 3,094)
(Increase) Decrease in Accounts
Receivable - Subsidy ( 4,083) 55,017
(Increase) Decrease in Miscellaneous
Receivables 1,263 ( 869)
(Increase) Decrease in Prepaid Insurance ( 8,098) ( 1,604)
Increase (Decrease) in Accounts Payable 62,441 37,526
Increase (Decrease) in Accrued Expenses 5,054 5,099
Net Security Deposits Received (Paid) 2,048 ( 762)
------- -------
Net Cash Provided (Used) by
Operating Activities 48,559 216,146
------- -------
Cash Flows From Investing Activities
Deposits To Reserve For Replacements ( 21,775) ( 62,584)
Withdrawals From Reserves 46,863 106,527
Purchase of Fixed Assets ( 54,128) ( 35,378)
------- -------
Net Cash Used in Investing
Activities ( 29,040) 8,565
------- -------
Cash Flows From Financing Activities
Increase (Decrease) in Related Party Debt 25,514 ( 81,142)
Repayment of Long-Term Debt ( 52,710) ( 50,767)
Distribution to General Partners (133,542)
------- -------
Net Cash Provided by (Used In)
Financing Activities ( 27,196) (265,451)
------- -------
Net Increase (Decrease) in Cash Equivalents ( 7,677) ( 40,740)
Cash and Equivalents, Beginning of Year 8,764 49,504
------- -------
Cash and Equivalents, End of Year $ 1,087 $ 8,764
======= =======
Supplemental Schedule of Cash Flow
Information:
Cash Paid During The Year For
Interest $ 428,299 $ 433,510
======= =======
The accompanying notes are an integral part of these statements.
-8-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows.
Capitalization and Depreciation
- --------------------------------
Land, buildings and improvements are recorded 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.
Improvements are capitalized, while expenditures for maintenance and repairs
are charged to expense as incurred. Upon disposal of depreciable property,
the appropriate property accounts are to be reduced by the related costs and
accumulated depreciation. The resulting gains and losses are to be reflected
in the statement of operations.
Amortization
- ------------
Mortgage costs are amortized above the term of the mortgage loan using the
effective interest method.
Pre-opening and organization costs are amortized over sixty months using the
straight-line method.
Income Taxes
- ------------
No provision or benefit for income taxes has been included in these financial
statements since taxable income or loss passes through to, and is reportable
by, the partners individually.
NOTE B - ORGANIZATION
Riverplace Apartments Limited Partnership was organized under the laws of the
State of Massachusetts on March 11, 1988, for the purpose of acquiring and
operating a 100-unit low income residential apartment project known as
Riverplace Apartments Limited Partnership located in Holyoke, Massachusetts
at:
292-298 Elm Street 22-24 Northeast Street
298-300 Chestnut Street 532 South Bridge Street
302-304 Chestnut Street 527 South Summer Street
82-82 1/2 Park Street 177-185 West Street
44 Lyman Street
-9-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
NOTE C - PARTNERS' CAPITAL CONTRIBUTIONS
The partnership has three general partners - Mark A. Berezin, Herbert G.
Berezin, and Stephen L. Berezin, and one investor limited partner - American
Affordable Housing II Limited Partnership. As of December 31, 1995 and 1994,
each general partner and the investor limited partner have made capital
contributions of $3 and $2,186,118 respectively.
NOTE D - LONG-TERM DEBT
Long-Term Debt
- --------------
The mortgage loan is $4,500,000 with interest and principal payable for 30
years. The interest rate for the first 3 years after the conversion date
shall be the greater of the 3 year United States Treasury Note Rate in Effect
on the conversion date plus 2.5% per annum or 10% per annum. The rate shall be
adjusted every 3 years to a rate equal to 2.5% plus the then 3 year treasury
note rate in effect. The current interest rate is 10%.
The partnership buildings are pledged as collateral for the mortgage.
The mortgage loan is nonrecourse debt by deeds of trust on the related real
estate.
Aggregated maturities of long-term debt for the next five years are as
follows:
1996 $ 53,500
1997 $ 55,500
1998 $ 57,500
1999 $ 59,500
2000 $ 61,500
In accordance with the Housing Authority agreement, a reserve for replacements
is to be funded $21,143 annually. In 1995, the account was funded $21,775
including interest.
-10-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
NOTE E - TRANSACTIONS WITH THE AFFILIATES AND RELATED PARTIES
Acquisition Costs
- -----------------
The partnership acquired land and buildings for $1,732,802 in 1988, from a
partnership owned by the general partners. These costs have been capitalized
into the basis of the real estate.
Management Fees
- ---------------
In accordance with the partnership agreement, the partnership paid Marken
Properties, Inc., a related party of general partners, management fees of
$63,164 and $67,192 in 1995 and 1994 for services rendered in connection with
the leasing and operation of the project. The fee for its services is equal
to approximately 6% of the project's rental income.
Annual Investor Service Fee
- ---------------------------
An annual investor service fee of $5,500 is payable to Boston Capital
Communication, Inc., an affiliate of American Affordable Housing II Limited
Partnership, an investor limited partner which holds a 99% interest in the
partnership, for services to be rendered in reporting to the investor limited
partner. For the years ended December 31, 1995 and 1994, $5,500 was charged
to operations.
Development Fee
- ---------------
The partnership has incurred and paid a development fee of $1,596,410 to HMSB
Inc., a corporation wholly owned by the general partners, for services
rendered to the partnership for overseeing the construction of the project.
-11-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1995
NOTE E - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
(CONTINUED)
Amounts Due to Related Parties
- ------------------------------
Amounts due to related parties and affiliates at December 31, 1995 and 1994,
are as follows:
1995 1994
---- ----
Interstate Plumbing and Heating Inc.,
related party of the general partners,
for operating supplies. 9,413 9,367
Hampden Contractors Inc., a related
party of the general partners for oil
and heating contract service. 21,612 13,874
Marken Properties Inc., a related
party of the general partners for
management fees and general
administrative expense. 36,783 19,053
------- -------
$ 67,808 $ 42,294
======= =======
The three limited partners own 100% of the outstanding stock of several
companies which provide services to the project, including management of the
premises. During 1995, the total amount paid or accrued by the partnership to
the related parties for goods and services approximated $182,880.
NOTE F - PARTNERSHIP PROFITS AND LOSSES AND DISTRIBUTIONS
All profits and losses prior to the first date on which an investor limited
partner was admitted were allocated 1% to the general partners and 99% to the
special limited partner capital. Upon admission of the additional limited
partner, the interest of the special limited partner was reduced to zero.
Distributable cash flow is payable annually, first to the payment of the
investor service fee, next to any accrued and unpaid annual Partnership
Management fee and next 50% to the Investment Limited Partners and 50% to the
General Partners.
Distributable cash flow is defined in the partnership agreement as the sum of
all cash receipts less disbursements for operating activities, including the
annual investor service fee.
In accordance with the proposed regulatory agreement, the annual distribution
is limited to $2,700, and is cumulative. Further, that until the fifteenth
anniversary of the admission date, all cash flow shall be paid into a reserve
-12-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
NOTES TO FINANCIAL STATEMENTS - CONTINUED
DECEMBER 31, 1995
NOTE F - PARTNERSHIP PROFITS AND LOSSES AND DISTRIBUTIONS
(CONTINUED)
account to fund the cost of paying increased debt service on the mortgage due
to rate increases and costs of refinancing. Any funds remaining in the
reserve account shall be disbursed to the partners on the fifteenth
anniversary or at any earlier time approved by Boston Capital and the general
partners. A special distribution of $4,073 was made to the General Partners
in 1989.
Distributable cash flow is payable as follows:
1. 50% to the investor limited partner and 50% to the general partners.
Gain, if any, from a sale or refinancing is allocable as follows:
1. To all partners having negative balances in their capital
accounts prior to the distribution of any sale or refinancing
proceeds, an amount of such gain to increase their negative
balance to zero;
2. To partners who have received or will receive a distribution of
sale or refinancing proceeds in excess of their capital
accounts, an amount of such gain, if any, equal to such excess;
and
3. The remainder of such gain, if any, 50% to the limited partners
and 50% to the general partners.
Loss from a sale or refinancing are allocable, first to all partners having
positive balances, until the positive balances equal zero, the remaining loss,
if any to the general partners.
During 1990, the Investor Limited Partner reduced its capital contribution by
$24,663 to reflect low income housing credit realized for the year ended
December 31, 1989.
-13-<PAGE>
NOTE G - TAXABLE INCOME (LOSS)
A reconciliation of financial statement net earnings (loss) to taxable
income (loss) of the partnership for the years ended December 31, 1995 and
1994 are as follows:
1995 1994
---- ----
Financial statement net earnings
(loss) $(196,486) $( 58,622)
Adjustments
Excess of depreciation for income
tax purposes over financial
reporting purposes ( 84,078) ( 79,951)
------- -------
Taxable income (loss) as
shown on tax return $(280,564) $(138,573)
======= =======
-14-<PAGE>
SUPPLEMENTAL INFORMATION
-15-
<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
SCHEDULES OF RENTING, ADMINISTRATIVE, OPERATING, MAINTENANCE,
TAXES AND INSURANCE, AND INTEREST EXPENSES
YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
---- ----
Renting Expenses
Collections $ 1,187 $ 1,209
Credit Check 820 627
Miscellaneous 4,842 1,781
-------- --------
$ 6,849 $ 3,617
======== ========
Administrative Expenses
Office Salaries and Fringe Benefits $ 39,605 $ 34,079
Office Expense 11,954 12,867
Legal 4,835 4,811
Auditing 7,500 7,500
Telephone 4,672 3,977
Accounting Fee 5,500 5,500
Computer Fees 1,921 2,205
Advertising 391
Miscellaneous 7,200 11,706
-------- --------
$ 83,578 $ 82,645
======== ========
Management Fee $ 63,164 $ 67,192
======== ========
Operating Expenses
Maintenance Wages & Fringe Benefits $ 66,595 $ 65,245
Cleaning Supplies & Contract 12,937 3,007
Fuel/Oil 49,395 53,530
Electricity 26,832 24,681
Water and Sewer 113,864 65,621
Exterminating 1,097 7,817
Garbage and Trash 9,210 10,359
-------- --------
$ 279,930 $ 230,260
======== ========
-16-<PAGE>
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
SCHEDULES OF RENTING, ADMINISTRATIVE, OPERATING, MAINTENANCE,
TAXES AND INSURANCE, AND INTEREST EXPENSES - CONTINUED
YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994
---- ----
Maintenance Expenses
Grounds Supplies $ 48 $ 39
Grounds Contract 117
Repairs Material 28,911 13,958
Repairs Contract 27,146 17,538
HVAC Repairs and Maintenance 11,773 10,434
Snow Removal 1,147 1,885
Decorating Supplies 7,857 4,127
Decorating Contract 5,675 5,265
Vehicle/Maintenance Equipment 4,563 4,627
Appliances 361
-------- --------
$ 87,237 $ 58,234
======== ========
Taxes and Insurance Expense
Real Estate Taxes $ 13,289 $ 31,802
Property Insurance 105,704 89,960
-------- --------
$ 118,993 $ 121,762
======== ========
Interest Expense
Interest on First Mortgage $ 427,638 $ 432,930
Other Interest 216 179
-------- --------
$ 427,854 $ 433,109
======== ========
-17-<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- -----------------------------------------------------------------------------------------------------------------------------------
Anthony Garden
Apartments 3,890,599 501,332 2,632,779 1,726,182 501,322 4,358,961 4,860,283 924,005 3/89 10/88 5-50
Belen Apts. 1,486,965 54,000 1,468,653 475,888 79,000 1,944,541 2,023,541 505,606 12/88 12/88 5-27.5
Blairview
Associates 1,438,040 80,814 1,705,626 1,804 80,814 1,707,430 1,788,244 584,362 12/88 3/89 5-27.5
Bloomfield
Associates 370,609 11,500 466,419 3,999 11,500 470,418 481,918 141,107 6/88 6/88 5-27.5
Boardman Lake
Apartments 981,649 60,200 590,096 665,502 60,200 1,255,598 1,315,798 374,718 5/89 10/88 5-27.5
Bowdoinham
Associates 1,285,244 95,132 966,112 679,356 65,132 1,645,468 1,710,600 420,828 5/89 11/88 5-27.5
Brewton Ltd. 957,690 72,500 1,211,379 4,023 72,500 1,215,402 1,287,902 363,415 6/88 8/88 5-27.5
- F-16 -
<PAGE>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- -----------------------------------------------------------------------------------------------------------------------------------
Bridgeview 775,605 12,000 1,012,110 0 12,000 1,012,110 1,024,110 342,245 5/88 8/88 5-27.5
Brookhollow
Manor, Ltd. 899,307 25,080 1,003,839 162,006 25,080 1,165,845 1,190,925 314,089 8/88 10/88 5-27.5
Carthage Court
Housing 1,282,475 18,000 1,568,266 36,684 18,000 1,604,950 1,622,950 447,658 10/88 12/88 5-27.5
Deer Crossing
Associates 1,187,579 73,102 1,565,336 (81,712)* 166,222 1,483,624 1,649,846 299,937 4/89 4/89 5-27.5
East China
Township 901,168 52,039 1,140,464 17,670 52,039 1,158,134 1,210,173 371,477 11/88 8/88 5-27.5
East Ridge
Associates 1,225,350 70,000 1,602,988 (4,162)* 70,000 1,598,826 1,668,826 456,242 9/88 8/88 5-27.5
Fairbanks Flats 554,823 40,000 883,522 30,380 40,000 913,902 953,902 199,588 12/88 7/88 5-27.5
Fredericktown
Associates 372,834 20,000 456,784 3,087 20,000 459,871 479,871 137,080 5/88 6/88 5-27.5
- F-17 -
<PAGE>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- -----------------------------------------------------------------------------------------------------------------------------------
Garden City
Family Hsg. 385,682 14,775 483,300 4,000 14,775 487,300 502,075 120,189 6/88 6/88 5-35
Harbor Hill
Associates 1,227,590 65,132 1,443,798 145,484 65,132 1,589,282 1,654,414 423,609 2/89 11/88 5-27.5
Immokalee
RRH, Ltd. 1,324,942 107,000 1,573,636 17,690 107,000 1,591,326 1,698,326 373,285 3/88 5/88 5-27.5
Kersey Apts. 1,059,981 90,000 1,270,768 72,259 92,040 1,343,027 1,435,067 384,450 10/88 10/88 5-27.5
Kingsley Park
Associates 10,952,252 521,725 12,281,821 137,089 521,725 12,418,910 12,940,635 3,390,105 10/88 3/88 5-27.5
Lake Havasu
Invsmt. Grp. 1,437,770 176,845 1,595,306 0 176,845 1,595,306 1,772,151 397,957 4/88 3/88 5-50
Liberty Center,
Ltd. 1,454,402 198,000 2,480,840 12,339 198,000 2,493,179 2,691,179 454,137 10/88 12/88 5-27.5
Lovington
Housing Assoc. 1,110,908 30,000 1,464,954 18,023 30,000 1,482,977 1,512,977 264,035 2/89 2/89 5- 27.5
- F-18 -
<PAGE>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- -----------------------------------------------------------------------------------------------------------------------------------
Malone Housing
Redevelopment 1,489,414 64,900 1,788,215 63,231 64,900 1,851,446 1,916,346 499,792 11/88 12/88 5-27.5
Maple Tree
Associates 1,242,283 65,132 1,464,954 143,079 65,132 1,608,033 1,673,165 416,381 4/89 5/89 5-27.5
Marionville
Family Hsg. 195,019 19,825 230,104 0 19,825 230,104 249,929 49,855 5/88 6/88 5-35
Michelle Manor
Apartments 909,967 131,945 1,009,687 (14,586)* 131,945 995,101 1,127,046 212,478 9/88 10/88 5-50
Middleburg
Assoc. Ltd. 1,417,816 104,000 1,155,947 261,514 104,000 1,417,461 1,521,461 402,840 3/89 10/88 5-27.5
Nebraska City
Senior Hsg. 420,877 27,119 516,617 0 27,119 516,617 543,736 132,897 7/88 6/88 5-35
Nicollet Island
Historic Homes 1,139,626 0 1,875,059 74,960 0 1,950,019 1,950,019 431,964 12/88 11/88 7-27.5
Paige Hall Ltd. 2,253,150 633,666 2,544,140 679,146 0 3,223,286 3,223,286 678,938 4/89 3/89 7-27.5
- F-19 -
<PAGE>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- ------------------------------------------------------------------------------------------------------------------------------------
Perramond
Associates 1,187,110 88,813 1,487,597 4,527 93,840 1,492,124 1,585,964 297,071 4/89 4/89 7-27.5
Pine Knoll
Devpmt. Co. 1,364,803 45,000 803,220 906,177 53,804 1,709,397 1,763,201 438,745 5/89 10/88 5-27.5
Pine Ridge Ltd. 1,488,107 110,000 1,899,826 9,311 110,000 1,909,137 2,019,137 562,726 6/88 7/88 5-27.5
Pine Terrace
Ltd. 1,196,252 61,500 1,188,396 326,353 61,500 1,514,749 1,576,249 422,566 1/89 12/88 5/27.5
Plattevill
Apartments 547,215 45,000 659,035 37,129 45,000 696,164 741,164 188,350 10/88 10/88 5-27.5
Riverplace
Apts. 4,198,193 175,260 6,463,578 242,205 175,260 6,705,783 6,881,043 1,282,153 3/89 9/88 5-27.5
Sara Pepper
Associates 638,573 67,200 740,378 1,930 67,200 742,308 809,508 169,509 3/88 5/88 5-27.5
Shawmut Ave 646,888 69,325 1,145,503 59,276 69,325 1,204,779 1,274,104 268,126 12/88 11/88 5-34
- F-20 -
<PAGE>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- -----------------------------------------------------------------------------------------------------------------------------------
Shelbyville FH,
Ltd. 613,397 13,000 736,830 0 13,000 736,830 749,830 166,197 7/88 10/88 5-27.5
Silver Pines
Associates 1,387,571 170,050 1,684,846 571 171,317 1,685,,417 1,856,734 358,790 8/88 8/88 5-27.5
Springfield Ltd.1,446,225 66,000 1,864,463 16,411 66,000 1,880,874 1,946,874 575,056 3/88 5/88 5-27.5
Stokes Rowe
Ltd. Ptnrshp. 1,056,744 7,321 1,914,238 5,168 7,321 1,919,406 1,926,727 368,195 6/88 6/88 5-27.5
Suncrest, Ltd. 975,877 50,000 1,141,518 4,176 50,000 1,145,694 1,195,694 247,406 5/88 10/88 5-27.5
Village Chase of
Zephyrhills,
Ltd. 1,493,562 151,350 490,589 1,332,111 151,350 1,822,700 1,974,050 501,422 4/89 12/88 7-27.5
Village Walk of
Zephyrhills,
Ltd. 1,398,176 133,650 619,248 1,077,169 133,650 1,696,417 1,830,067 463,420 3/89 12/88 7-27.5
- F-21 -
<PAGE>
American Affordable Housing II Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
March 31, 1996
Subsequent
Initial capitalized Gross amount at which
cost to company Costs** carried at close of period
--------------- ----------- --------------------------
Buildings Buildings Accum. Con- Acq- Depre-
Encum- and im- Improve- and im- Depre- struct uired ciation
Description brances Land provements ments Land provements Total ciation Date Date Life
- -----------------------------------------------------------------------------------------------------------------------------------
Warren
Properties,
Ltd. 1,404,496 70,000 1,648,427 9,720 70,000 1,658,147 1,728,147 383,489 10/88 10/88 5-27
Washington
Mews Lp. 489,328 55,225 1,921,104 (579,746) 55,225 1,341,358 1,396,583 482,902 12/88 8/88 5-27.5
Wilder
Associates 1,216,941 62,947 1,519,472 50,718 62,947 1,570,190 1,633,137 415,579 1/89 11/88 5-27.5
Wildwood Villas 1,483,164 100,960 1,872,065 7,203 100,960 1,879,268 1,980,228 542,973 9/88 9/88 5-27.5
---------- --------- ---------- --------- --------- ---------- ---------- ----------
69,864,238 4,978,364 81,253,852 8,845,344 4,449,946 90,099,196 94,549,142 22,649,944
========== ========= ========== ========= ========= ========== ========== ==========
Since the Operating Partnerships maintain a calendar year end the information reported on this schedule is as of December 31, 1995.
*Decrease due to reallocation of acquistion costs.
**There were no carrying costs as of December 31, 1995. The column has been ommitted for presentation purposes
- F-22 -
</TABLE> <PAGE>
Notes to Schedule III
American Affordable Housing II Limited Partnership
Reconciliation of Land, Building & Improvements current year changes
Balance at beginning of period-04/01/92..........................$100,538,670
Additions during period:
Acquisitions through foreclosure..................$ 0
Other acquisitions................................ 0
Improvements, etc................................. 37,387
Other............................................. 0
----------
$ 37,387
Deductions during period:
Cost of real estate sold..........................$ 0
Other............................................. 0
----------
$ 0
-----------
Balance at close of period - 03/31/93............................$100,576,057
Additions during period:
Acquisitions through foreclosure..................$ 0
Other acquisitions................................ 0
Improvements, etc................................. 230,965
Other............................................. 0
----------
$ 230,965
Deductions during period:
Cost of real estate sold..........................$ 0
Other............................................. 0
----------
$ 0
-----------
Balance at close of period - 03/31/94............................$100,807,022
Additions during period:
Acquisitions through foreclosure..................$ 0
Other acquisitions................................ 0
Improvements, etc................................. 237,425
Other............................................. 0
----------
$ 237,425
Deductions during period:
Cost of real estate sold..........................$ 0
Other............................................. 0
----------
$ 0
-----------
Balance at close of period - 03/31/95............................$101,044,447
- F-23 -
<PAGE>
Notes to Schedule III-Continued
American Affordable Housing II Limited Partnership
Reconciliation of Land, Building & Improvements current year changes-Continued
Balance at close of period - 03/31/95............................$101,044,447
Additions during period:
Acquisitions through foreclosure.................$ 0
Other acquisitions............................... 0
Improvements, etc................................ 367,972
Other............................................ 0
-----------
$ 367,972
Deductions during period:
Cost of real estate sold.........................$(6,044,508)
Other............................................ (818,769)
----------
$ (6,863,277)
-----------
Balance at close of period - 03/31/96............................$ 94,549,142
===========
- F-24 -
<PAGE>
Notes to Schedule III - Continued
American Affordable Housing II Limited Partnership
Reconciliation of Accumulated Depreceiation current year changes
Balance at beginning of period - 04/01/92............................$11,032,545
Current year expense.....................................$3,313,285
---------
Balance at close of period - 3/31/93.................................$14,345,830
Current year expense.....................................$3,266,272
---------
Balance at close of period - 3/31/94.................................$17,612,102
Current year expense.....................................$3,206,264
---------
Balance at close of period - 3/31/95.................................$20,818,366
Current year expense.....................................$1,831,578
---------
Balance at close of period - 3/31/96.................................$22,649,944
==========
- F-25 -
<TABLE> <S> <C>
<ARTICLE> CT
<CIK> 0000815024
<NAME> AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<TOTAL-ASSETS> 4,274,839
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 4,274,839
<TOTAL-REVENUES> 783
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<NET-INCOME> (1,563,408)
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</TABLE>
