<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the fiscal year ended March 15, 2000
OR
------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-17015
LIBERTY TAX CREDIT PLUS L.P.
----------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 13-3446500
------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 MADISON AVENUE, NEW YORK, NEW YORK 10022
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Beneficial Assignment Certificates and Limited Partnership Interests
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes __X___ No ____
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to exhibits may be found on page 106
Page 1 of 117
<PAGE>
PART I
Item 1. Business.
GENERAL
Liberty Tax Credit Plus L.P. (the "Partnership") is a limited partnership
which was formed under the laws of the State of Delaware on June 26, 1987.
Since November 25, 1997, the general partners of the Partnership have been
Related Credit Properties L.P., a Delaware limited partnership (the "Related
General Partner") and Liberty Associates III L.P., a Delaware limited
partnership ("Liberty Associates"), and together with the Related General
Partner (the "General Partners"). The Related General Partner is also the
special limited partner of the Partnership. The general partner of the
Related General Partner is Related Credit Properties Inc., a Delaware
corporation. The general partner of Liberty Associates is the Related General
Partner. On November 25, 1997, affiliates of the Related General Partner and
Liberty GP Inc. ("LGP"), then the general partners of the Partnership,
entered into a Purchase Agreement pursuant to which the Related General
Partner purchased LGP's general partner interest in the Partnership (the
"Transfer"). In addition to the Transfer, the Related General Partner also
acquired LGP's special limited partner interest in the Partnership and its
general partner interest in Liberty Associates. Prior to the Transfer,
Liberty Associates was an affiliate of Lehman Brothers.
On November 20, 1987, the Partnership commenced a public offering (the
"Offering") of Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests in the Partnership ("Limited
Partnership Interests"), pursuant to a prospectus dated November 20, 1987, as
supplemented by the supplements thereto dated January 14, 1988 and March 14,
1988 (as so supplemented the, "Prospectus"). As of April 4, 1988 (the date on
which the Partnership held the final closing of the sale of BACs and on which
the Offering was terminated), the Partnership had received $79,937,500 of gross
proceeds of the Offering from 5,525 investors.
The Partnership was formed to invest, as a limited partner, in other limited
partnerships (referred to herein as "Local Partnerships", "subsidiaries" or
"subsidiary partnerships") which own leveraged low and moderate-income
multifamily residential complexes ("Apartment Complexes" or "Properties") that
are eligible for the low-income housing tax credit ("Tax Credit") enacted in the
Tax Reform Act of 1986, and to a lesser extent in Local Partnerships owning
Properties ("Rehabilitation Projects") that are eligible for the historic
rehabilitation tax credit (together with Housing Tax Credits, "Tax Credits").
The Partnership's investment in each Local Partnership represents a 20% to 98%
interest in each of the Local Partnerships. As of March 15, 2000, the
Partnership had acquired interests in 31 Local Partnerships and does not
anticipate making any additional investments. See Item 2, Properties, below.
Liberty Associates is the Special Limited Partner in all 31 Local Partnerships,
as well as a general partner of the Partnership. Liberty Associates has certain
rights and obligations in its role as Special Limited Partner, which permit this
affiliate of the Partnership to exercise control over the management and
policies of the Local Partnerships.
The investment objectives of the Partnership are to:
1. Entitle qualified BACs holders to substantial low-income Tax Credits (and
potentially rehabilitation tax credits) over the period of the Partnership's
entitlement to claim Tax Credits (for each Property, ten years from the date of
investment or, if later, the date the Property is placed in service.)
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2. Participate in any capital appreciation in the value of the Properties and
provide distributions of sale or refinancing proceeds upon the disposition of
the Properties.
3. Preserve and protect the Partnership's capital.
4. Provide cash distributions, when available, from the operations of Apartment
Complexes and Rehabilitation Projects.
5. Allocate passive losses to individual BACs holders to offset passive income
that they may realize from rental real estate investments and other passive
activities, and allocate passive losses to corporate BACs holders to offset
active business income.
One of the Partnership's objectives is to entitle qualified BACs holders to Tax
Credits over the period of the Partnership's entitlement to claim Tax Credits
(for each Property, generally ten years from the date of investment or, if
later, the date the Property is leased to qualified tenants; referred to herein
as the "Tax Credit Period"). Each of the Local Partnerships in which the
Partnership has acquired an interest has been allocated by respective state
credit agencies the authority to recognize Tax Credits during the Tax Credit
Period provided that the Local Partnership satisfies the rent restriction,
minimum set-aside and other requirements for recognition of the Tax Credits at
all times during the 15-year period commencing at the beginning of the Credit
Period. Once a Local Partnership has become eligible to recognize Tax Credits or
historic rehabilitation tax credits, it may lose such eligibility and suffer an
event of "recapture" if its Property fails to remain in compliance with the Tax
Credit requirements. None of the Local Partnerships in which the Partnership has
acquired an interest has suffered an event of recapture.
The Partnership is in the final years of its Tax Credit Period.
As of March 15, 2000, the Partnership has not met its investment objective of
providing cash distributions from the operations of the Properties. The
Partnership does not anticipate providing cash distributions to BACs holders in
circumstances other than refinancings or sales. Accordingly, at this time there
can be no assurance that the Partnership will achieve each of its investment
objectives.
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally. However no more than 20%
of the Properties are located in any single state. There are also substantial
risks associated with owning properties receiving government assistance, for
example the possibility that Congress may not appropriate funds to enable HUD to
make rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owners' equity
contribution. The Partnership cannot sell or substantially liquidate its
investments in subsidiary partnerships during the period that the subsidy
agreements are in existence, without HUD's approval. Furthermore, there may not
be market demand for apartments at full market rents when the rental assistance
contracts expire.
COMPETITION
The real estate business is highly competitive and substantially all of the
Properties acquired by the Partnership are subject to active competition from
similar properties in their respective vicinities. In addition, various other
limited partnerships may, in the future, be formed by the General Partners
and/or their affiliates to engage in businesses which may be competitive with
the Partnership.
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EMPLOYEES
The Partnership does not have any direct employees. All services are performed
for the Partnership by its General Partners and their affiliates. The General
Partners receive compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partners
and certain of their affiliates for expenses incurred in connection with the
performance by their employees of services for the Partnership in accordance
with the Partnership's Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement").
Item 2. Properties.
The Partnership has acquired an interest as a limited partner in 31 Local
Partnerships. Set forth below is a schedule of these Local Partnerships
including certain information concerning the properties (the "Local Partnership
Schedule"). Further information concerning those Local Partnerships and their
Properties, including any encumbrances affecting the Properties, may be found in
Item 14, Schedule III.
Except for the seven Local Partnerships listed below, the following is the
allocation of ownership percentage for each of the Local Partnerships:
General Partner 1%
Special Limited Partner 1%
Limited Partner - Liberty Tax Credit Plus L.P. 98%
<TABLE>
<CAPTION>
General Special Liberty Tax *Other
Partner(s) Limited Partners Credit Plus L.P.Limited Partners
---------- ---------------- --------------------------------
<S> <C> <C> <C> <C>
Shiloh Grove 5% 1% 94% 0%
Concourse Artists 1% 1% 79% 19%
Grand Concourse 1% 1% 79% 19%
Robin Housing 1% 1% 79% 19%
Willoughby - Wyckoff 1% 1% 79% 19%
Penn Alto 1% 1% 19.60% 78.40%
Sartain 1% 1% 71.54% 26.46%
</TABLE>
*Affiliate of the Partnership with same management
<TABLE>
<CAPTION>
LOCAL PARTNERSHIP SCHEDULE
Name and Location % of Units Occupied at May 1,
-----------------------------------
(Number of Units) Date Acquired 2000 1999 1998 1997 1996
----------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
B & C Housing Associates, L.P. December 1987 92 91 93 86 89
Tulsa, OK (220)
State Street 86 Associates, L.P. February 1988 100 97 99 98 98
Camden, NJ (200)
Fox Glenn Investors, L.P. March 1988 93 97 94 96 98
Seat Pleasant, MD (172)
</TABLE>
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<TABLE>
<CAPTION>
LOCAL PARTNERSHIP SCHEDULE
(continued)
% of Units Occupied at May 1,
Name and Location -----------------------------------
(Number of Units) Date Acquired 2000 1999 1998 1997 1996
----------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Shiloh-Grove L.P. (Mt. Vernon) February 1988 94 97 96 93 97
Columbus, OH (394)
Silver Blue Lake Apartments, LTD. February 1988 93 92 99 98 98
Miami, FL (123)
Lancaster Towers Associates, LTD. May 1988 100 99 100 100 100
Lancaster, NY (157)
West Kinney Associates, L.P. June 1988 94 98 99 97 98
Newark, NJ (114)
Autumn Park Associates, L.P. June 1988 93 83 88 96 97
Wilsonville, OR (144)
Regent Street Associates, L.P. June 1988 93 89 90 100 98
Philadelphia, PA (80)
Magnolia Arms Associates, LTD. July 1988 91 94 89 96 97
Jacksonville, FL (232)
Greenleaf Associates, L.P. July 1988 97 97 97 95 97
Kansas City, Mo (195)
Alameda Towers Associates, L.P. July 1988 99 96 99 99 100
San Juan, PR (150)
Dixie Apartment Associates, LTD. July 1988 100 100 100 100 93
Miami, FL (29)
Ludlam Gardens Apartments, LTD. July 1988 97 97 100 100 99
Miami, FL (90)
Grove Parc Associates, L.P.
(Woodlawn) July 1988 95 98 98 98 99
Chicago, IL (504)
2108 Bolton Drive Associates, L.P. July 1988 99 100 96 99 95
Atlanta, GA (358)
Apple Creek Housing
Associates, LTD. June 1988 98 90 98 98 96
Arvado, CO (195)
Redwood Villa Associates September 1988 99 98 96 98 100
San Diego, CA (92)
</TABLE>
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<TABLE>
<CAPTION>
LOCAL PARTNERSHIP SCHEDULE
(continued)
Name and Location % of Units Occupied at May 1,
-----------------------------------
(Number of Units) Date Acquired 2000 1999 1998 1997 1996
----------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Charles Drew Court
Associates, L.P. September 1988 100 100 99 95 89
Atlantic City, NJ (38)
Walnut Park Plaza
Associates, L.P. September 1988 89 86 87 88 89
Philadelphia, PA (227)
Bayridge Associates, L.P. December 1988 90 96 94 93 97
Beaverton, OR (246)
United-Pennsylvanian, L.P. December 1988 99 98 100 96 98
Erie, PA (112)
2051 Grand Concourse
Associates, L.P. November 1988 95 98 94 97 97
Bronx, NY (63)
Concourse Artists Housing
Associates, L.P. November 1988 96 96 91 96 96
Bronx, NY (23)
Willoughby/Wycoff Housing
Associates, L.P. November 1988 87 93 91 93 97
Bronx, NY (68)
Robin Housing Associates, L.P. November 1988 98 98 95 99 97
Bronx, NY (100)
Lund Hill Associates, L.P. January 1989 100 100 100 100 100
Superior, WI (150)
Tanglewood Apartments, L.P. October 1988 96 89 78 85 100
Joplin, MO (176)
Quality Hill Historic District-
Phase II-A, L.P. March 1989 98 100 97 98 94
Kansas City, MO (49)
Penn Alto Associates, L.P. June 1989 82 89 87 81 87
Altoona, PA (150)
Sartain School Venture, L.P. August 1990 100 91 100 100 89
Philadelphia, PA (35)
</TABLE>
The general partners of the Local Partnerships in which the Partnership invests
("Local General Partners") were generally required, pursuant to a Development
Deficit Guaranty Agreement, to fund deficits incurred during the development
stage of the Local Partnerships and/or to undertake to repurchase the
Partnership's interest in the Local Partnership if construction was
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not completed substantially on time and on budget. A development deficit is
incurred when costs to rehabilitate, finance and pay all other operating
expenses of a Local Partnership exceed the proceeds of the mortgage note,
capital contribution and rental receipts prior to completion of the
development of the Local Partnership. Development deficit payments were made
without right of repayment.
The General Partners generally required that the Local General Partners
undertake an obligation, pursuant to an Operating Deficit Guaranty Agreement, to
fund operating deficits (up to a stated maximum amount) of the Local Partnership
during a limited period of time (generally three years) following the
Partnership's investment. In each case, the operating deficits were funded by
Operating Loans which bore interest and which could be repaid only out of 50% of
available cash flow or out of available net sale or refinancing proceeds.
Additionally, the Local General Partners were generally required to enter into a
Rent-Up Guaranty Agreement, whereby the Local General Partner agreed to pay
liquidated damages if predetermined occupancy rates were not achieved. These
payments were to be made without right of repayment. In most instances, if
rental achievement was not met by a specified date, the Local General Partner
was also required to pay to the Local Partnership, a return of capital, and
interest thereon, as stated in the Local Partnership's partnership agreement.
Security for these agreements was generally provided in the form of letters of
credit and/or escrow deposits provided by the Local General Partner.
All development deficit, rent-up and operating deficit guarantees with respect
to the Properties have expired.
Tax Credits with respect to a given Property are available for a ten-year Tax
Credit Period that commences when the property is leased to qualified tenants.
However, the annual Tax Credits available in the year in which the Apartment
Complex is placed in service must be prorated based upon the months remaining in
the year. The amount of the annual Tax Credits not available in the first year
will be available in the eleventh year. In certain cases, the Partnership
acquired its interest in a Local Partnership after the Local Partnership had
placed its Apartment Complex in service. In these cases, the Partnership may be
allocated Tax Credits only beginning in the month following the month in which
it acquired its interest and Tax Credits allocated in any prior period would not
be available to the Partnership.
All leases are generally for periods not greater than one to two years and
no tenant occupies more than 10% of the rentable square footage.
Commercial tenants (to which average rental per square foot applies) comprise
less than 5% of the rental revenues of the Local Partnership. Maximum rents for
the residential units are determined annually by HUD and reflect
increases/decreases in consumer price indices in various geographic areas.
Market conditions, however, determine the amount of rent actually charged.
Management continuously reviews the physical state of the Properties and budgets
improvements when required, which are generally funded from cash flow from
operations or release of replacement reserve escrows.
Management continuously reviews the insurance coverage of the Properties and
believes such coverage is adequate.
See Item 1. Business, above for the general competitive conditions to
which the Properties described above are subject.
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Real estate taxes are calculated using rates and assessed valuations
determined by the township or city in which the property is located. Such
taxes have approximated 1% of the aggregate cost of the properties as shown
in Schedule III to the financial statements included herein.
Item 3. Legal Proceedings.
This information is incorporated by reference to the discussions of Regent
Street and Robin Housing in the Results of Operations of Certain Local
Partnerships contained in Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Security
Holder Matters.
The Partnership has issued 15,987.5 Limited Partnership Interests, each
representing a $5,000 capital contribution to the Partnership, for aggregate
Gross Proceeds of $79,937,500. All of the issued and outstanding Limited
Partnership Interests have been issued to Liberty Credit Assignor Inc. (the
"Assignor Limited Partner"), which has in turn issued BACs to the purchasers
thereof for an aggregate purchase price of $79,937,500. Each BAC represents all
of the economic and virtually all of the ownership rights attributable to a
Limited Partnership Interest held by the Assignor Limited Partner. BACs may be
converted into Limited Partnership Interests at no cost to the holder (other
than the payment of transfer costs not to exceed $100), but Limited Partnership
Interests so acquired are not thereafter convertible into BACs.
Neither the BACs nor the Limited Partnership Interests are traded on any
established public trading market. Because of the provisions of the Revenue Act
of 1987, unless there are further changes in such law, the Partnership does not
intend to include the BACs for quotation on NASDAQ or for listing on any
national or regional stock exchange or any other established securities market.
The Revenue Act of 1987 contained provisions which have an adverse impact on
investors in "publicly traded partnerships." Accordingly, the General Partners
have imposed limited restrictions on the transferability of the BACs and the
Limited Partnership Interests in secondary market transactions. The restrictions
should prevent a public trading market from developing and may adversely affect
the ability of an investor to liquidate his or her investment quickly. It is
expected that such procedures will remain in effect until such time, if ever, as
further revision of the Revenue Act of 1987 may permit the Partnership to lessen
the scope of the restrictions.
The Partnership has 5,548 registered holders of an aggregate of 15,987.5 BACs,
as of June 1, 2000.
All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $2,000, are held by the two General Partners.
Certain Local Partnerships are subject to HUD restrictions which limit annual
cash distributions to partners and restrict the Local Partnerships from selling
or otherwise liquidating their assets, without HUD's approval, during the period
that the agreement with HUD is in existence.
There are no material legal restrictions in the Partnership Agreement on the
ability to make distributions.
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The Partnership has made no distributions to the BAC holders as of March 15,
2000. The Partnership does not anticipate providing cash distributions to its
Limited Partners in circumstances other than refinancing or sales proceeds.
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Item 6. Selected Financial Data.
The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
financial statements in Item 8 hereof.
<TABLE>
<CAPTION>
For the Year Ended March 15,
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OPERATIONS 2000 1999 1998 1997 1996
---------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Revenues $36,518,877 $36,007,881 $35,350,849 $35,324,316 $35,455,255
Operating expenses (45,568,571) (44,080,952) (42,873,491) (43,324,501) (42,396,512)
----------- ----------- ----------- ------------ -----------
Loss before
minority interest
and extraordinary
item (9,049,694) (8,073,071) (7,522,642) (8,000,185) (6,941,257)
Minority interest
in loss of
subsidiaries 461,338 344,685 347,557 382,054 483,863
----------- ----------- ----------- ------------ -----------
Loss before
extraordinary item (8,588,356) (7,728,386) (7,175,085) (7,618,131) (6,457,394)
Extraordinary item 0 (530,379) 0 0 0
----------- ----------- ----------- ------------ -----------
Net loss $(8,588,356) $(8,258,765) $(7,175,085) $(7,618,131) $(6,457,394)
=========== =========== =========== =========== ===========
Loss before
extraordinary
item per BAC $ (531.82) $ (478.57) $ (444.31) $ (471.74) $ (399.86)
Extraordinary item
per BAC 0 (32.84) 0 0 0
----------- ----------- ----------- ------------ -----------
Net loss per
weighted average
BAC $ (531.82) $ (511.41) $ (444.31) $ (471.74) $ (399.86)
=========== =========== =========== =========== ===========
</TABLE>
*Reclassified for comparative purposes
<TABLE>
<CAPTION>
For the Year Ended March 15,
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FINANCIAL POSITION 2000 1999 1998 1997 1996
---------- ---------- ---------- --------- --------
<S> <C> <C> <C> <C> <C>
Total assets $ 180,711,472 $ 186,633,608 $ 193,686,678 $ 200,797,952 $ 208,338,218
============= ============= ============= ============= ============
Total liabilities $(190,839,539) $(187,558,858) $(183,787,909) $(183,727,165) $(182,639,668)
============= ============= ============= ============= ============
Minority interest $ (2,947,532) $ (3,561,993) $ (6,127,247) $ (6,124,180) $ (7,133,812)
============= ============= ============= ============= ============
Total partners'
(deficit) capital $ (13,075,599) $ (4,487,243) $ 3,771,522 $ 10,946,607 $ 18,564,738
============= ============= ============= ============= ============
</TABLE>
During the years ended March 15, 1995 through 2000, total assets decreased
primarily due to depreciation, partially offset by net additions to property and
equipment.
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
LIQUIDITY AND CAPITAL RESOURCES
The Partnership's primary sources of funds are the cash distributions from
operations of the Local Partnerships in which the Partnership has invested.
These sources are available to meet obligations of the Partnership. During the
years ended March 15, 2000, 1999 and 1998, such distributions amounted to
approximately $1,774,000, $2,141,000 and $132,000, respectively. In addition,
certain fees and expense reimbursements owed to the General Partners amounting
to approximately $4,607,000, $4,089,000 and $3,553,000 were accrued and unpaid
as of March 15, 2000, 1999 and 1998, respectively. In particular partnership
management fees owed to the General Partners amounting to approximately
$4,502,000 and $4,014,000 were accrued and unpaid as of March 15, 2000 and 1999,
respectively. Furthermore expense reimbursements and asset monitoring fees owed
to the General Partners amounting to approximately $105,000 and $75,000 were
accrued and unpaid as of March 15, 2000 and 1999, respectively. Without the
General Partners' continued accrual without payment of certain fees and expense
reimbursements, the Partnership will not be in the position to meet its
obligations. The General Partners have continued allowing the accrual without
payment of these amounts but are under no obligation to do so.
During the year ended March 15, 2000, cash and cash equivalents of the
Partnership increased approximately $2,116,000. This increase was primarily due
to cash provided by operating activities ($3,125,000), a net increase in due to
Local General Partners and affiliates from financing activities ($652,000) and
net proceeds from mortgage notes ($106,000) which exceeded an increase in cash
held in escrow for investing activities ($386,000), improvements to property and
equipment ($1,219,000), an increase in deferred costs ($58,000) and a decrease
in capitalization of consolidated subsidiaries attributable to minority interest
($153,000). Included in the adjustments to reconcile the net loss to cash
provided by operating activities is depreciation and amortization ($9,794,000).
A working capital reserve of approximately $3,141,000 and $1,364,000
remained unused at March 15, 2000 and 1999, respectively.
On August 31, 1999, Apple Creek Housing Associates, Ltd. ("Apple Creek
Apartments") refinanced its mortgage notes payable of $3,758,911. The new
mortgage in the amount of $3,851,900 is payable in monthly installments of
$30,361 including interest at the rate of 8.6% per annum through September,
2027.
On February 1, 2000, 2108 Bolton Drive Associates, L.P. ("Bolton") refinanced
its oustanding mortgage note payable. The new mortgage in the amount of
$7,500,000 is payable in monthly installments of $58,094 including interest at
the rate of 8.58% per annum through February 2007. At maturity, the remaining
principal balance of approximately $7,080,000 will be due. Proceeds from the new
mortgage were used to pay the prior mortgage note payable, repay the balance
advanced from the limited partner, establish escrows, pay refinancing costs and
to return capital of approximately $1,600,000 to the limited partners.
The Partnership is not expected to have access to additional sources of
financing.
In September 1997, Congress enacted the Multi-Family Assisted Housing Reform and
Affordability Act of 1997 ("MAHRA") which provides for the renewal of Section 8
Housing Assistance Payments Contracts ("Section 8 Contracts") to be based upon
market rentals instead of the above-market rentals which is generally the case
under existing Section 8 Contracts. As a re-
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sult, Section 8 Contracts that are renewed in the future in projects insured
by the Federal Housing Administration ("FHA") may not provide sufficient cash
flow to permit owners of properties to meet the debt service requirements of
these existing FHA-insured mortgages. MAHRA also provides for the
restructuring of these mortgage loans so that the annual debt service on the
restructured loan (or loans) can be supported by Section 8 rents established
at the market rents. The restructured loans will be held by the current
lender or another lender. There can be no assurance that a property owner
will be permitted to restructure its mortgage indebtedness pursuant to the
new rules implementing MAHRA or that an owner, or the holder of the mortgage,
would choose to restructure the mortgage if it were able to participate.
MAHRA went into effect on September 11, 1998 when interim regulations
implementing the program were published. It should be noted that there are
many uncertainties as to the economic and tax impact on a property owner
because of the combination of the reduced Section 8 contract rents and the
restructuring of the existing FHA-insured mortgage loan under MAHRA.
On October 21, 1998, President Clinton signed the fiscal year 1999 Departments
of Veteran Affairs, Housing and Urban Development and Independent Agencies
Appropriation Legislation into law. The bill provides, among other things, that
owners of a property that was eligible for prepayment had to give notice of such
prepayment to HUD tenants and to the chief executive of the state or local
government for the jurisdiction in which the housing is located. The notice must
be provided not less than 150 days, but not more than 270 days, before such
payment. Moreover, the owner may not increase the rent charged to tenants for a
period of 60 days following such prepayment. The bill also provides for
tenant-based vouchers for eligible tenants (generally below 80% of area median
income) at the true comparable market rents for unassisted units in order to
protect current residents from substantial increases in rent.
On October 20, 1999, President Clinton signed FY 2000 VA, the HUD Independent
Agencies Appropriations Act. The Act contained revisions to the HUD
Mark-to-Market Program and other HUD programs concerning the preservation of the
HUD housing stock. On December 29, 1999, HUD issued Notice H99-36 addressing
"Project Based Section 8 Contracts Expiring in Fiscal Year 2000" reflecting the
changes in the Act and superceding earlier HUD Notices 98-34, 99-08, 99-15,
99-21 and 99-32. Notice 99-36 clarified many of the earlier uncertainties with
respect to the earlier HUD Section 8 Mark-to-Market Programs and continued the
Mark-up-to-Market Program which allows owners with Section 8 contracts where
contract rents are currently below market to increase the rents to market
levels.
For a discussion of contingencies affecting certain Local Partnerships, see
Results of Operations of Certain Local Partnerships below. Since the maximum
loss the Partnership would be liable for its net investment in the respective
Local Partnerships, the resolution of the existing contingencies is not
anticipated to impact future results of operations, liquidity or financial
condition in a material way. However, the Partnership's loss of its investment
in a Local Partnership will eliminate the ability to generate future Tax Credits
from such Local Partnership and may also result in recapture of Tax Credits if
the investment is lost before expiration of the credit period.
Except as described above, management is not aware of any trends or events,
commitments or uncertainties which have not otherwise been disclosed that will
or are likely to impact liquidity in a material way. Management believes the
only impact would be from laws that have not yet been adopted. The portfolio is
diversified by the location of the properties around the United States so that
if one area of the country is experiencing downturns in the economy, the
remaining properties in the portfolio may be experiencing upswings. However, the
geographic diversification of the portfolio may not protect against a general
downturn in the national economy. The Partnership has fully invested the
proceeds of the Offering in 31 Local Partnerships, all of which fully have their
Tax Credits in place. The Tax Credits are attached to the property for a period
of ten years and are transferable with the property during the re-
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<PAGE>
mainder of such ten-year period. If the General Partners determined that a
sale of the Partnership's interest in a property was warranted, the remaining
Tax Credits would transfer to the new owner, thereby adding significant value
to the property on the market, which is not included in the financial
statement carrying amount. However, the Partnership does not expect to be
able to return investors their original investment upon liquidation of the
Partnership.
RESULTS OF OPERATIONS
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods. Expenditures for repairs and maintenance are charged
to expense as incurred; major renewals and betterments are capitalized. At the
time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time, property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows) when the property is considered to be impaired and the
depreciated cost exceeds estimated fair value.
At the time management commits to a plan to dispose of assets, said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets are classified as property and equipment-held for sale and are not
depreciated.
Through March 15, 2000, the Partnership has not recorded any loss on impairment
of assets or reduction to estimated fair value.
The following is a summary of the results of operations of the Partnership for
the years ended March 15, 2000, 1999 and 1998 (the 1999, 1998 and 1997 Fiscal
Years, respectively).
The Partnership's revenues continue to consist primarily of the results of the
Partnership's investment in consolidated Local Partnerships. Twenty one of the
Local Partnerships receive HUD Section 8 subsidies which serve to stabilize the
revenues of these Local Partnerships. The majority of the Local Partnership
income continues to be in the form of rental income with the corresponding
expenses being divided among operations, depreciation, and mortgage interest.
The net loss for the 1999, 1998 and 1997 Fiscal Years totaled $8,588,356,
$8,258,765 and $7,175,085, respectively. The 1998 Fiscal Year is net of
extraordinary loss of $530,379.
The Partnership continues to meet the investment objective of generating Housing
Tax Credits to qualified BACs holders. To date, all of the Local Partnerships
have remained in compliance with the Tax Credit requirements, and therefore none
has suffered an event of recapture of Tax Credits. The Partnership generated
$3,090,724, $7,723,298 and $11,058,148 in Tax Credits for the 1999, 1998 and
1997 tax years, respectively.
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<PAGE>
1999 VS. 1998
Rental income increased approximately 1% for the 1999 Fiscal Year as compared
to the corresponding period in 1998 primarily due to rental rate increases.
Total expenses, excluding repairs and maintenance, remained fairly consistent
for the 1999 Fiscal Year as compared to the corresponding period in 1998 with an
increase of approximately 1%.
Repairs and maintenance increased approximately $975,000 for the 1999 Fiscal
Year as compared to the corresponding period in 1998 primarily due to roof
repairs at one Local Partnership, painting, roof repairs and carpet replacement
at a second Local Partnership, an increase in snow removal at a third Local
Partnership as well as painting and a change in security company at a fourth
Local Partnership.
1998 VS. 1997
Rental income increased approximately 1% for the 1998 Fiscal Year as compared to
the corresponding period in 1997 primarily due to annual rental rate increases.
Other income increased approximately $177,000 for the 1998 Fiscal Year as
compared to the corresponding period in 1997 primarily due to fire insurance
proceeds received by one Local Partnership as well as an increase in interest
income from higher cash and cash equivalent balances at the Partnership due to a
distribution received from the Bayridge refinancing in April 1998 which was
invested in short-term investments.
Total expenses remained fairly consistent for the 1998 Fiscal Year as compared
to the corresponding period in 1997 with an increase of approximately 3%.
An extraordinary loss from retirement of debt was recorded in the 1998 Fiscal
Year (see Note 10).
RESULTS OF OPERATIONS OF CERTAIN LOCAL PARTNERSHIPS
REDWOOD VILLA ASSOCIATES, L.P.
Redwood Villa Associates ("Redwood") has sustained operating losses since its
inception. For the 1999 Fiscal Year, Redwood experienced a loss of $178,970,
including $218,747 of depreciation and $4,553 of amortization and at
December 31, 1999 had a working capital deficiency of $629,657 and a deficit
in partners'equity of $928,121. These conditions raise substantial doubt
about Redwood's ability to continue as a going concern. Redwood's
continuation as a going concern is dependent upon its ability to achieve
profitable operations or obtain future capital contributions from the
partners. Management, whenever possible, plans to reduce operating costs to
achieve profitable operations. The financial statements for the 1999, 1998
and 1997 Fiscal Years for Redwood have been prepared assuming that Redwood
will continue as a going concern. The Partnership's investment in Redwood at
March 15, 2000 and 1999 was reduced to zero by prior years' losses and the
minority interest balance was approximately $404,000 and $406,000,
respectively. Redwood's net loss after minority interest amounted to
approximately $177,000, $233,000 and $226,000 for the 1999, 1998 and 1997
Fiscal Years, respectively.
WILLOUGHBY-WYCKOFF HOUSING ASSOCIATES
The financial statements for Willoughby-Wyckoff Housing Associates
("Willoughby") have been prepared on the basis that it will continue as a going
concern, which contemplates continuity of operations, realization of assets and
liquidation of liabilities in the ordinary course of business. There are certain
conditions that raise substantial doubt about Willoughby's ability to continue
as a going concern. Willoughby has had operating losses, operating cash flow
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<PAGE>
deficiencies, and equity deficiencies and has required loans from related
parties to meet its obligations. Management plans to continue to minimize costs
within their control and seek additional funding sources to supplement project
operations. Continuance of Willoughby as a going concern is dependent upon
Willoughby's ability to obtain additional funding to supplement project
operations and enable Willoughby to meet its obligations as they become due. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. The Partnership's investment in Willoughby at
March 15, 2000 and 1999 was reduced to zero by prior years' losses and the
minority interest balance was approximately $272,000 and $274,000 respectively.
Willoughby's net loss after minority interest amounted to approximately
$204,000, $220,000 and $141,000 for the 1999, 1998 and 1997 Fiscal Years.
WALNUT PARK PLAZA ASSOCIATES
The financial statements of Walnut Park Associates ("Walnut Park") have been
prepared on a going concern basis which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. Walnut
Park has sustained recurring losses from operations. At December 31, 1999 and
1998, Walnut Park has not made certain payments required under the terms of the
Bond Indenture and, as a result, is in default. On April 11, 2000, the
Redevelopment Authority of the City of Philadelphia issued bonds (the "New
Bonds"), most of the proceeds of which were applied to purchase other bonds (the
"Old Bonds") held by Municipal Capital Appreciation Partners I, L.P. ("MCAP").
Both sets of bonds were secured by a mortgage on the low-income apartment
project (the "Project") owned by Walnut Park. MCAP has retained ownership of
approximately $3,000,000 of the Old Bonds, which are now secured by a second
mortgage on the Project, and which is subordinate to the $5,500,000 mortgage on
the Project which secures the New Bonds. In connection with that transaction,
the former general partner of Walnut Park, which was Whitney-Pitts, LLC,
withdrew from Walnut Park and was replaced by Walnut Park Management, Inc., a
Maryland corporation which is an affiliate of the current management agent for
the Project. In addition, Walnut Park granted MCAP an option to acquire the
Project at any time up to and including October 1, 2018. If that option is
exercised prior to October 30, 2003, the option price is set at the fair market
value of the Project. For any exercise of that option thereafter, the option
price is set at $1.00. Walnut Park's continued existence is dependent on
improving the financial operations of Walnut Park. Contingent upon the outcome
of the aforementioned item, Walnut Park may be unable to continue as a going
concern in its present form. The Partnership's investment in Walnut Park at
March 15, 2000 and March 15, 1999 was reduced to zero by prior years' losses and
the minority interest balance amounted to approximately $1,116,000 and
$1,122,000, respectively. Walnut Park's net loss after minority interest
amounted to approximately $545,000, $312,000 and $511,000 for the 1999, 1998 and
1997 Fiscal Years, respectively.
ROBIN HOUSING ASSOCIATES
Robin Housing Associates ("Robin Housing") is a defendant in several personal
injury lawsuits. Robin Housing's insurance carrier intends to defend Robin
Housing vigorously. Management believes that the insurance coverage is adequate
to cover any liability arising from this action. Since it is too premature to
make an evaluation of the amount or range of Robin Housing's potential loss, it
is management's opinion that no accrual for potential losses is currently
warranted in the financial statements. The maximum loss which the Partnership
would be liable for is its net investment in Robin Housing amounting to
approximately $376,000. The Partnership's investment in Robin Housing was
approximately $376,000 and $453,000 at March 15, 2000 and 1999, respectively,
and the minority interest balance was approximately zero at each date. Robin
Housing's net loss after minority interest amounted to approximately $78,000,
$115,000 and $91,000 for the 1999, 1998 and 1997 Fiscal Years, respectively.
AUTUMN PARK ASSOCIATES, L.P.
Autumn Park Associates, L.P. ("Autumn Park") incurred a net loss of $185,748
during the year ended December 31, 1999, and as of that date, Autumn Park's
current liabilities exceeded its
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<PAGE>
current assets by $56,741 and its total liabilities exceeded its total assets
by $40,307. These factors, as well as uncertain conditions that Autumn Park
faces regarding the deterioration and needed repairs of the buildings,
tenants' turnover and vacancies, and debt service requirements, create
uncertainty about Autumn Park's ability to continue in existence. Autumn
Park's management is developing a plan to improve tenant selection in order
to reduce turnovers and vacancies. Autumn Park's management is also
considering the possibility of refinancing the mortgage to reduce its annual
debt service obligation. The ability of Autumn Park to continue in existence
is dependent on increased cash flow from rent collections and/or reduced debt
service requirements. The financial statements do not include any adjustments
relating to the recoverability and classification of recorded asset amounts
and classification of liabilities that might be necessary if Autumn Park is
unable to continue in existence.
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
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<PAGE>
Item 8. Financial Statements and Supplementary Data.
<TABLE>
<CAPTION>
Sequential
Page
----------------
<S> <C>
(a) 1. Consolidated Financial Statements
Independent Auditors' Report 18
Consolidated Balance Sheets at March 15, 2000 and 1999 85
Consolidated Statements of Operations for the Years Ended March 15,
2000, 1999 and 1998 86
Consolidated Statements of Changes in Partners' (Deficit) Capital for
the Years Ended March 15, 2000, 1999 and 1998 87
Consolidated Statements of Cash Flows for the Years Ended March 15,
2000, 1999 and 1998 88
Notes to Consolidated Financial Statements 90
</TABLE>
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<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Liberty Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
We have audited the consolidated balance sheets of Liberty Tax Credit Plus L.P.
(A Delaware Limited Partnership) and Subsidiaries as of March 15, 2000 and 1999,
and the related consolidated statements of operations, changes in partners'
(deficit) capital, and cash flows for the years ended March 15, 2000, 1999 and
1998 (the 1999, 1998 and 1997 Fiscal Years, respectively). 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 for 30 (Fiscal 1999, 1998
and 1997) subsidiary partnerships whose losses aggregated $6,740,616 (Fiscal
1999), $6,144,896 (Fiscal 1998) and $7,098,332 (Fiscal 1997) and whose assets
constituted 93% of the Partnership's assets at March 15, 2000 and 1999,
presented in the accompanying consolidated financial statements. The financial
statements for these subsidiary partnerships were audited by other auditors
whose reports thereon have been furnished to us and our opinion expressed
herein, insofar as it relates to the amounts included for these subsidiary
partnerships, is based solely upon the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based upon our audits, and the reports of the other auditors
referred to above, the accompanying consolidated financial statements referred
to in the first paragraph present fairly, in all material respects, the
financial position of Liberty Tax Credit Plus L.P. and Subsidiaries at March 15,
2000 and 1999 and the results of their operations and their cash flows for the
years ended March 15, 2000, 1999 and 1998, in conformity with generally accepted
accounting principles.
As discussed in Note 11(a), the consolidated financial statements include the
financial statements of three subsidiary partnerships with significant
contingencies and uncertainties regarding their continuing operations. During
the 1999 Fiscal Year, these subsidiary partnerships incurred significant
operating losses and one is in default on its mortgage obligation. These
conditions raise substantial doubt about the subsidiary partnerships' abilities
to continue as going concerns. The financial statements of these three
subsidiary partnerships were prepared assuming that each will continue as a
going concern. The three subsidiary partnerships' losses aggregated $935,034
(Fiscal 1999), $771,697 (Fiscal 1998) and $887,146 (Fiscal 1997) and their
assets aggregated $15,479,899 and $16,073,230 at March 15, 2000 and 1999,
respectively. Management's plans regarding these matters are also discussed in
Note 11(a). The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP
New York, New York
June 1, 2000
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<PAGE>
[ASHER & COMPANY LETTERHEAD]
Independent Auditor's Report
The Partners
B & C Housing Associates
T/A St. Thomas Square/Worthington Apartments
Marlton, New Jersey
We have audited the accompanying balance sheets of B & C Housing Associates T/A
St. Thomas Square/Worthington Apartments (A Limited Partnership), HUD Project
No. 118-94004, as of December 31, 1999 and 1998 and the related statements of
profit and loss, Partners' capital and cash flows for the year ended
December 31, 1999. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 B & C Housing Associates T/A
St. Thomas Square/Worthington Apartments (A Limited Partnership), HUD Project
No. 118-94004, as of December 31, 1999 and 1998, and the results of its
operations, changes in its Partners' capital and its cash flows for the year
ended December 31, 1999 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 information 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.
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<PAGE>
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 19, 2000 on our
consideration of B & C Housing Associates' T/A St. Thomas Square/Worthington
Apartments (A Limited Partnership), HUD Project No. 118-94004, internal control
and reports dated January 19, 2000 on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to fair
housing and non-discrimination.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 19, 2000
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<PAGE>
[JOHN D. SCHULER LETTERHEAD]
Independent Auditor's Report
To the Partners
B & C Housing Associates
Marlton, New Jersey
We have audited the accompanying balance sheets of B & C Housing Associates, A
Limited Partnership, HUD Project No. 118-94004, as of December 31, 1997, and
1996, and the related statements of income and expense, changes in partners'
equity and cash flows for the year ended December 31, 1997. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 B & C Housing Associates, as of
December 31, 1997, and 1996, and the results of its operations and the changes
in partners' equity and cash flows for the year ended December 31, 1997, in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 16, 1998, on our
consideration of B & C Housing Associates' internal control structure and
reports dated January 16, 1998, on its compliance with specific requirements
applicable to major HUD programs, specific requirements applicable to
Affirmative Fair Housing and Non-Discrimination, and specific requirements
applicable to nonmajor HUD program transactions.
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<PAGE>
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 15 to 23 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ John D. Schuler
Tulsa, Oklahoma
January 16, 1998
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<PAGE>
[Fishbein & Company, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
Partners
State Street 86 Associates Limited Partnership
We have audited the accompanying balance sheets of STATE STREET 86 ASSOCIATES
LIMITED PARTNERSHIP (A Limited Partnership) as of December 31, 1999 and 1998,
and the related statements of operations, partners' equity (deficiency) 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 State Street 86 Associates
Limited Partnership as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Fishbein & Company, P.C.
Elkins Park, Pennsylvania
January 14, 2000
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<PAGE>
[Fishbein & Company, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
Partners
State Street 86 Associates Limited Partnership
We have audited the accompanying balance sheets of STATE STREET 86 ASSOCIATES
LIMITED PARTNERSHIP (A Limited Partnership) as of December 31, 1998 and 1997,
and the related statements of operations, partners' equity (deficiency) 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 State Street 86 Associates
Limited Partnership as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Fishbein & Company, P.C.
Elkins Park, Pennsylvania
January 15, 1999
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<PAGE>
[Fishbein & Company, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
Partners
Foxglenn Investors
We have audited the accompanying balance sheets of FOXGLENN INVESTORS (A Limited
Partnership) as of December 31, 1999 and 1998, and the related statements of
operations, partners' equity (deficiency) 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 Foxglenn Investors as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.
/s/ Fishbein & Company, P.C.
Elkins Park, Pennsylvania
January 18, 2000
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<PAGE>
[Fishbein & Company, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
Partners
Foxglenn Investors
We have audited the accompanying balance sheets of FOXGLENN INVESTORS (A Limited
Partnership) as of December 31, 1998 and 1997, and the related statements of
operations, partners' equity (deficiency) 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 Foxglenn Investors as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.
/s/ Fishbein & Company, P.C.
Elkins Park, Pennsylvania
January 15, 1999
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<PAGE>
[Baumgarten & Company LLP Letterhead]
Independent Auditor's Report
To the Partners
Shiloh Grove Limited Partnership
Beachwood, Ohio
We have audited the accompanying balance sheets of Shiloh Grove Limited
Partnership, (an Ohio Limited Partnership) as of December 31, 1999 and 1998, and
the related statement of income, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Shiloh Grove Limited
Partnership as of December 31, 1999 and 1998, and the results of its operations,
cash flows and its analysis of net worth changes in partners' equity 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 supporting data included in the report (shown
on pages 13 through 18) are presented for the purposes of additional analysis
and are not a required part of the basic financial statements of Shiloh Grove
Limited Partnership. Such information has been subjected to the auditing
procedures applied in the audit of the financial statements and, in our opinion,
is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Baumgarten & Company LLP
Certified Public Accountants
Cleveland, Ohio
February 21, 2000
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<PAGE>
[Larry C. Stemen, CPA and Associates Letterhead]
Independent Auditor's Report
February 4, 1998
To the General and Limited Partners of
Shiloh Grove Limited Partnership
Columbus, Ohio
We have audited the accompanying balance sheets of Shiloh Grove Limited
Partnership as of December 31, 1997 and 1996, and the related statements of
income, 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 audit.
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 above mentioned financial statements present fairly, in all
material respects, the financial position of Shiloh Grove Limited Partnership at
December 31, 1997 and 1996, 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 financial
statements taken as a whole. The supplemental data included in this report
(shown on pages 12-15) are presented for the purposes of additional analysis and
are not a required part of the financial statements. Such information has been
subjected to the same auditing procedures applied in the audits of the financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Larry C. Stemen, CPA and Associates
Certified Public Accountants
Columbus, Ohio
February 4, 1998
Revised March 10, 1998
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<PAGE>
[FRIEDMAN ALPREN & GREEN LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Silver Blue Lake Apartments, Ltd.
We have audited the accompanying balance sheet of SILVER BLUE LAKE APARTMENTS,
LTD. (a limited partnership), FHA Project No. FL29-K005-009-124, as of
December 31, 1999, and the related statements of income, comprehensive income,
changes in partners' capital deficiency 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 SILVER BLUE LAKE APARTMENTS,
LTD. as of December 31, 1999, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
/s/ Friedman Alpren & Green LLP
New York, New York
February 1, 2000
-29-
<PAGE>
[L.H. FRISHKOFF & COMPANY LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Silver Blue Lake Apartments, Ltd.
(A Limited Partnership)
Miami, Florida
FHA PROJECT NO. FL29-K005-009-124
We have audited the accompanying statements of financial condition of Silver
Blue Lake Apartments, Ltd. (A Limited Partnership) as of December 31, 1998 and
1997 and the related statements of net income and comprehensive income,, changes
in partners' 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 Silver Blue Lake Apartments,
Ltd. (A Limited Partnership) as of December 31, 1998 and 1997 and the results of
its operations, changes in partners' deficit and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ L.H. Frishkoff & Company LLP
New York, New York
February 9, 1999
-30-
<PAGE>
[Bick-Fredman & Co Letterhead]
Independent Auditor's Report
The General and Limited Partners
Lancaster Towers Associates, L.P.
Cleveland, Ohio
We have audited the accompanying balance sheets of Lancaster Towers Associates,
L.P. (a Delaware Limited Partnership), FHA Project No. 014-44031-LDC-R as of
December 31, 1999 and 1998, and the related statements of income, partners'
capital and cash flows for the years then ended. These financial statements are
the responsibility of the Project's management. Our responsibility is to express
an opinion on these financial statements based on our 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 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 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 Lancaster Towers Associates,
L.P.'s as of December 31, 1999 and 1998, and the results of its operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 24, 2000 on our
consideration of Lancaster Towers Associates, L.P.'s internal control and
reports dated January 24, 2000 on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to Fair
Housing and Non-Discrimination, and specific requirements applicable to nonmajor
HUD program transactions.
/s/ Bick-Fredman & Co.
Cleveland, Ohio
January 24, 2000
-31-
<PAGE>
[Bick-Fredman & Co Letterhead]
Independent Auditor's Report
The General and Limited Partners
Lancaster Towers Associates, L.P.
Cleveland, Ohio
We have audited the accompanying balance sheets of Lancaster Towers Associates,
L.P. (a Delaware Limited Partnership), as of December 31, 1998 and 1997, and the
related statements of income, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the Project's
management. Our responsibility is to express an opinion on these financial
statements based on our 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 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 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 Lancaster Towers Associates,
L.P. as of December 31, 1998 and 1997, 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 12, 1999 on our consideration of Lancaster Towers Associates,
L.P.'s internal control and reports dated January 12, 1999 on its compliance
with laws and regulations.
/s/ Bick-Fredman & Co.
Cleveland, Ohio
January 12, 1999
-32-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
West Kinney Associates, L.P.
T/A Willie T. Wright Plaza
Marlton, New Jersey
We have audited the accompanying balance sheets of West Kinney Associates, L.P.
T/A Willie T. Wright Plaza (A Limited Partnership), as of December 31, 1999 and
1998, 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 West Kinney Associates, L.P.
T/A Willie T. Wright Plaza (A Limited Partnership), as of December 31, 1999 and
1998, and the results of its operations, changes in its Partners' capital and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have issued a report dated January 28, 2000 on our
consideration of West Kinney Associates', L.P. T/A Willie T. Wright Plaza (A
Limited Partnership), internal control and reports dated January 28, 2000 on its
compliance with specific requirements applicable to its major HUD program and
specific requirements applicable to fair housing and non-discrimination.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 28, 2000
-33-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
West Kinney Associates, L.P.
T/A Willie T. Wright Plaza
Marlton, New Jersey
We have audited the accompanying balance sheets of West Kinney Associates, L.P.
T/A Willie T. Wright Plaza (A Limited Partnership), as of December 31, 1998 and
1997, 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 West Kinney Associates, L.P.
T/A Willie T. Wright Plaza (A Limited Partnership), as of December 31, 1998 and
1997, and the results of its operations, changes in its Partners' deficit and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have issued a report dated January 22, 1999 on our
consideration of West Kinney Associates', L.P. T/A Willie T. Wright Plaza (A
Limited Partnership), internal control and reports dated January 22, 1999 on its
compliance with specific requirements applicable to its major HUD program and
specific requirements applicable to fair housing and non-discrimination.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 22, 1999
-34-
<PAGE>
[GREGG ASSOCIATES Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Autumn Park Associates Limited Partnership
Portland, Oregon
We have audited the accompanying balance sheet of Autumn Park Associates Limited
Partnership, as of December 31, 1999, and the related statements of operations,
changes in 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 of Autumn Park Associates Limited
Partnership as of December 31, 1998, were audited by other auditors, whose
report dated February 15, 1999 expressed an unqualified opinion on those
statements.
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 Autumn Park Associates Limited
Partnership, as of December 31, 1999, and the results of its operations, changes
in partners' capital, and cash flows for the year then ended in conformity with
generally accepted accounting principles.
GREGG ASSOCIATES, PC
David R. Gregg
Certified Public Accountant
Portland, Oregon
February 24, 2000
-35-
<PAGE>
[GERALD V. GERRITZ, JR., P.C. Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners
of Autumn Park Associates Limited Partnership
I have audited the accompanying balances sheet of Autumn Park Associates Limited
Partnership as of December 31, 1998 and 1997, and the related statements of
operations, changes in partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Autumn Park Associates Limited
Partnership as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.
/s/ Gerald V. Gerritz, Jr., CPA, P.C.
Portland, Oregon
February 15, 1999
-36-
<PAGE>
[ZINER, KENNEDY & LEHAN LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Regent Street Associates
We have audited the accompanying balance sheets of Regent Street Associates (a
Pennsylvania limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Regent Street Associates at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 29, 2000
-37-
<PAGE>
[ZINER & COMPANY, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Regent Street Associates
We have audited the accompanying balance sheets of Regent Street Associates (a
Pennsylvania limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, changes in partners' equity and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Regent Street Associates at
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 22, 1999
-38-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Magnolia Arms Associates, Ltd.
T/A Palm Terrace Apartments
Marlton, New Jersey
We have audited the accompanying balance sheets of Magnolia Arms Associates,
Ltd. T/A Palm Terrace Apartments (A Limited Partnership) as of December 31, 1999
and 1998 and the related statements of loss, 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 Magnolia Arms Associates, Ltd.
T/A Palm Terrace Apartments (A Limited Partnership) as of December 31, 1999 and
1998 and the results of its operations, changes in its Partners' capital 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 accompanying supplementary
information 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.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 14, 2000
-39-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Magnolia Arms Associates, Ltd.
T/A Palm Terrace Apartments
Marlton, New Jersey
We have audited the accompanying balance sheets of Magnolia Arms Associates,
Ltd. T/A Palm Terrace Apartments (A Limited Partnership) as of December 31, 1998
and 1997 and the related statements of loss, 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 Magnolia Arms Associates, Ltd.
T/A Palm Terrace Apartments (A Limited Partnership) as of December 31, 1998 and
1997 and the results of its operations, changes in its Partners' capital 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 accompanying supplementary
information 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.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 20, 1999
-40-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Greenleaf Associates, L.P.
Marlton, New Jersey
We have audited the accompanying balance sheets of Greenleaf Associates, L.P. (A
Limited Partnership), HUD Project No. 084-94009, as of December 31, 1999 and
1998 and the related statements of profit and loss, Partners' capital and cash
flows for the year ended December 31, 1999. 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 Greenleaf Associates, L.P. (A
Limited Partnership), HUD Project No. 084-94009, as of December 31, 1999 and
1998 and the results of its operations, changes in its Partners' capital and its
cash flows for the year ended December 31, 1999 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 information 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.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 27, 2000 on our
consideration of Greenleaf Associates, L.P.'s (A Limited Partnership), HUD
Project No. 084-94009, internal control and reports dated January 27, 2000 on
its compliance with specific requirements applicable to major HUD programs and
specific requirements applicable to fair housing and non-discrimination.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 27, 2000
-41-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Greenleaf Associates, L.P.
Marlton, New Jersey
We have audited the accompanying balance sheets of Greenleaf Associates, L.P. (A
Limited Partnership), HUD Project No. 084-94009, as of December 31, 1998 and
1997 and the related statements of profit and loss, Partners' deficit and cash
flows for the year ended December 31, 1998. 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 Greenleaf Associates, L.P. (A
Limited Partnership), HUD Project No. 084-94009, as of December 31, 1998 and
1997 and the results of its operations, changes in its Partners' deficit and its
cash flows for the year ended December 31, 1998 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 information 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.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs, issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 13, 1999 on our
consideration of Greenleaf Associates, L.P.'s (A Limited Partnership), HUD
Project No. 084-94009, internal control and reports dated January 13, 1999 on
its compliance with specific requirements applicable to major HUD programs and
specific requirements applicable to fair housing and non-discrimination.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 13, 1999
-42-
<PAGE>
[JOSE E. ROSARIO & CO. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners Puerto Rico Housing Finance
Alameda Towers Associates, L.P.Corporation
Rio Piedras, PR San Juan, Puerto Rico
I have audited the accompanying balance sheet of Alameda Towers Associates, L.P.
as of December 31, 1999, and the related statements of income, changes in
partners' capital and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audit 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 management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Alameda Towers Associates, L.P. as
of December 31, 1999 and the results of its operations, changes in partners'
capital, and cash flows for the year then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated February 2, 2000, on my
consideration of Alameda Towers Associates, LP's internal control structure and
reports dated February 2, 2000, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.
/s/ Jose E. Rosario & Co.
License No. 961
Expires December 1, 2001
Stamp No. 1624793 of the Puerto Rico College of CPA was affixed to the original.
February 2, 2000
-43-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners Puerto Rico Housing Finance
Alameda Towers Associates, L.P.Corporation
Rio Piedras, PR San Juan, Puerto Rico
I have audited the accompanying balance sheet of Alameda Towers Associates, L.P.
as of December 31, 1998 and the related statements of income, changes in
partners' capital and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my 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 I plan and perform the audit 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 management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Alameda Towers Associates, L.P. as
of December 31, 1998 and the results of its operations, changes in partners'
capital, and cash flows for the year then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, I have also issued a report dated January 26, 1999, on my
consideration of Alameda Towers Associates, LP's internal control structure and
reports dated January 26, 1999, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.
/s/ Jose E. Rosario & Co.
License No. 961
Expires December 1, 2001
Stamp No. 1553305 of the Puerto Rico College of CPAs was affixed to the
original.
January 26, 1999
-44-
<PAGE>
[JOSE E. ROSARIO & CO. SAN JUAN, PUERTO RICO Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Alameda Towers Associates, L.P.
Rio Piedras, Puerto Rico
I have audited the accompanying balance sheets of Alameda Towers Associates,
L.P. as of December 31, 1997 and 1996 and the related Statements of Losses and
Changes in Partner's Capital and Cash Flows for the years then ended. These
financial statements are the responsibility of the partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit 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 amount of disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Alameda Towers Associates, L.P. as
of December 31, 1997 and 1996 and the results of its operations and changes in
partner's capital and cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ JOSE E. ROSARIO & CO.
License No. 961
Expires December 1, 1998
Seal of JOSE E. ROSARIO
Stamp No. 1468191 of the Puerto Rico College of CPAs was affixed to the
original.
January 30, 1998
-45-
<PAGE>
[L.H. FRISHKOFF & COMPANY LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Dixie Apartment Associates, Ltd.
(A Limited Partnership)
Miami, Florida
FHA PROJECT NO. FL29-K005-013-131
We have audited the accompanying statements of financial condition of Dixie
Apartment Associates, Ltd. (A Limited Partnership) as of December 31, 1999 and
1998, and the related statements of operations, changes in partners' capital
(deficit) and cash flows for the years then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our 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 Dixie Apartment Associates,
Ltd. (A Limited Partnership) as of December 31, 1999 and 1998, and the results
of its operations, changes in partners' capital (deficit) and its cash flows for
the years then ended, in conformity with generally accepted accounting
principles.
/s/ L.H. Frishkoff & Company LLP
New York, New York
February 17, 2000
-46-
<PAGE>
[L.H. FRISHKOFF & COMPANY LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Dixie Apartment Associates, Ltd.
(A Limited Partnership)
Miami, Florida
FHA PROJECT NO. FL29-K005-013-131
-
We have audited the accompanying statements of financial condition of Dixie
Apartment Associates, Ltd. (A Limited Partnership) as of December 31, 1998 and
1997, and the related statements of operations, changes in 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 Dixie Apartment Associates,
Ltd. (A Limited Partnership) as of December 31, 1998 and 1997, and the results
of its operations, changes in partners' capital and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.
/s/ L.H. Frishkoff & Company LLP
New York, New York
February 5, 1999
-47-
<PAGE>
[L. H. FRISHKOFF & COMPANY LLP Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Ludlam Gardens Apartments, Ltd.
(A Limited Partnership)
Miami, Florida
FHA Project No. FL29-K005-009-123
We have audited the accompanying statements of financial condition of Ludlam
Gardens Apartments, Ltd. (A Limited Partnership) as of December 31, 1999 and
1998 and the related statements of operations, changes in 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 Ludlam Gardens Apartments, Ltd.
(A Limited Partnership) as of December 31, 1999 and 1998 and the results of its
operations, changes in partners' capital and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ L.H. Frishkoff & Company LLP
New York, New York
February 17, 2000
-48-
<PAGE>
[L. H. FRISHKOFF & COMPANY LLP Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Ludlam Gardens Apartments, Ltd.
(A Limited Partnership)
Miami, Florida
FHA Project No. FL29-K005-009-123
We have audited the accompanying statements of financial condition of Ludlam
Gardens Apartments, Ltd. (A Limited Partnership) as of December 31, 1998 and
1997 and the related statements of operations, changes in 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 Ludlam Gardens Apartments, Ltd.
(A Limited Partnership) as of December 31, 1998 and 1997 and the results of its
operations, changes in partners' capital and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ L.H. Frishkoff & Company LLP
New York, New York
February 5, 1999
-49-
<PAGE>
[PHILIP ROOTBERG & COMPANY, LLP Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Grove Parc Associates Limited Partnership
We have audited the accompanying balance sheet of Grove Parc Associates Limited
Partnership (a limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' 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 Grove Parc Associates Limited
Partnership as of December 31, 1999 and 1998, and the results of its operations,
changes in its partners' deficit and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed on the preceding contents page are presented for purposes of additional
analysis and are 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.
/s/ Philip Rootberg & Company, LLP
Chicago, Illinois
February 4, 2000
-50-
<PAGE>
[PHILIP ROOTBERG & COMPANY, LLP Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Grove Parc Associates Limited Partnership
We have audited the accompanying balance sheet of Grove Parc Associates Limited
Partnership (a limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' 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 Grove Parc Associates Limited
Partnership as of December 31, 1998 and 1997, and the results of its operations,
changes in its partners' deficit and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
listed on the preceding contents page are presented for purposes of additional
analysis and are 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.
/s/ Philip Rootberg & Company, LLP
Chicago, Illinois
February 2, 1999
-51-
<PAGE>
[Michael Sczekan & Co., P.C. Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the General Partners
Apple Creek Housing Associates, Ltd.
Arvada, Colorado
We have audited the accompanying Balance Sheet of Apple Creek Housing
Associates, Ltd. FHA Project Number 101-35515, as of December 31, 1999, and the
related statements of profit and loss, changes in project equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. 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 Apple Creek Housing Associates,
Ltd., as of December 31, 1999, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs we have also issued a report dated February 17,
2000, on our consideration of Apple Creek Housing Associates, Ltd.'s internal
control structure and reports dated February 17, 2000, on its compliance with
laws and regulations and compliance with specific requirements applicable to
major HUD programs and specific requirements applicable to Fair Housing and
Non-Discrimination.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report on pages
13 through 20 is presented for the purposes of additional analysis and are not a
required part of the financial statements of Apple Creek Housing Associates,
Ltd. Such information has been subjected to the same auditing procedures applied
in the examination of the basic financial statements and, in our opinion, are
presented fairly in all material respects in relation to the financial
statements taken as a whole.
Respectfully submitted,
Michael Sczekan & Co., P.C.
Certified Public Accountants
Englewood, Colorado
February 17, 2000
-52-
<PAGE>
[Reznick Fedder & Silverman Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Apple Creek Housing Associates, Ltd.
We have audited the accompanying balance sheet of Apple Creek Housing
Associates, Ltd. as of December 31, 1998, and the related statements of
operations, partners' equity (deficit) and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Apple Creek Housing Associates,
Ltd. as of December 31, 1998, and the results of its operations, the changes in
partners' equity (deficit) and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/ Reznick Fedder & Silverman
Boston, Massachusetts
January 6, 1999
-53-
<PAGE>
[Reznick Fedder & Silverman Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Apple Creek Housing Associates, Ltd.
We have audited the accompanying balance sheet of Apple Creek Housing
Associates, Ltd. as of December 31, 1997, and the related statements of profit
and loss (on HUD Form No. 92410), partners' deficit and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 Apple Creek Housing Associates,
Ltd. as of December 31, 1997, and the results of its operations, the changes in
partners' deficit 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 financial
statements taken as a whole. The supplemental information on pages 20 through 25
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.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 16,
1998 on our consideration of Apple Creek Housing Associates, Ltd.'s internal
control and on its compliance with specific requirements applicable to major HUD
programs, fair housing and non-discrimination, and laws and regulations
applicable to the financial statements.
/s/ Reznick Fedder & Silverman
Audit Principal: Philip A. Weitzel
Boston, Massachusetts
Federal Employer Identification Number: 52-1088612
January 16, 1998
-54-
<PAGE>
[BRODSHATZER, WALLACE, SPOON & YIP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Redwood Villa Associates
(A Limited Partnership)
We have audited the balance sheets of Redwood Villa Associates (A Limited
Partnership) as of December 31, 1999 and 1998, and the related statements of
operations, changes in partners' deficit, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and the standards applicable to financial audits contained in 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 Redwood Villa Associates (A
Limited Partnership) as of December 31, 1999 and 1998, 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 have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 2 to the
financial statements, the Partnership has sustained operating losses since
inception. For the year ended December 31, 1999, the Partnership experienced a
loss of $178,970 (including $218,747 of depreciation and $4,553 of amortization
expense) and as of that date, had a working capital deficiency of $629,657 and a
partners' deficit of $928,121. These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern. Management's plans
regarding these matters are described in Note 2. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
In accordance with Government Auditing Standards, we have also issued our report
dated January 20, 2000 on our consideration of Redwood Villa Associates' (A
Limited Partnership) internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations contracts and
grants.
/s/ BRODSHATZER, WALLACE, SPOON & YIP
San Diego, California
January 20, 2000
-55-
<PAGE>
[BRODSHATZER, WALLACE, SPOON & YIP Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Redwood Villa Associates
(A Limited Partnership)
We have audited the balance sheets of Redwood Villa Associates (A Limited
Partnership) as of December 31, 1998 and 1997, and the related statements of
operations, changes in partners' deficit, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and the standards applicable to financial audits contained in 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 Redwood Villa Associates (A
Limited Partnership) as of December 31, 1998 and 1997, 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 have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 2 to the
financial statements, the Partnership has sustained operating losses since
inception. For the year ended December 31, 1998, the Partnership experienced a
loss of $234,467 (including $219,563 of depreciation and $4,553 of amortization
expense) and as of that date, had a working capital deficiency of $595,115 and a
partners' deficit of $734,151. These conditions raise substantial doubt about
the Partnership's ability to continue as a going concern. Management's plans
regarding these matters are described in Note 2. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
-56-
<PAGE>
In accordance with Government Auditing Standards, we have also issued our report
dated January 13, 1999 on our consideration of Redwood Villa Associates' (A
Limited Partnership) internal control over financial reporting and our tests of
its compliance with certain provisions of laws, regulations contracts and
grants.
/s/ BRODSHATZER, WALLACE, SPOON & YIP
San Diego, California
January 13, 1999
-57-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Charles Drew Court Associates, L.P.
Marlton, New Jersey
We have audited the accompanying balance sheets of Charles Drew Court
Associates, L.P. (A Limited Partnership) as of December 31, 1999 and 1998 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 Charles Drew Court Associates,
L.P. (A Limited Partnership) as of December 31, 1999 and 1998 and the results of
its operations, changes in its Partners' capital 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 accompanying supplementary
information 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.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 19, 2000
-58-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Charles Drew Court Associates, L.P.
Marlton, New Jersey
We have audited the accompanying balance sheets of Charles Drew Court
Associates, L.P. (A Limited Partnership) as of December 31, 1998 and 1997 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 Charles Drew Court Associates,
L.P. (A Limited Partnership) as of December 31, 1998 and 1997 and the results of
its operations, changes in its Partners' capital 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 accompanying supplementary
information 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.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 19, 1999
-59-
<PAGE>
[Matthews, Carter and Boyce, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To The Partners
Walnut Park Plaza Associates
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Walnut Park Plaza
Associates (a Pennsylvania Limited Partnership) as of December 31, 1999 and
1998, and the related statements of operations, changes in 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 audit.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. 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 Walnut Park Plaza Associates as
of December 31, 1999 and 1998, 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 February 29, 2000, on our consideration of Walnut Park Plaza Associates
internal control and a report dated February 29, 2000 on its compliance with
laws, regulations, contracts and grants applicable to Walnut Park Plaza
Associates
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 2 to the
financial statements, the Partnership has suffered recurring losses from
operations and is in default of certain obligations under the terms of the bond
indenture. The Bondholder has initiated foreclosure proceedings and will auction
the property in April 2000 if the bonds are not sold before the scheduled sale.
These conditions raise substantial doubt about the Partnership's ability to
continue as a going concern at December 31, 1999. The General Partner's plans
regarding these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Matthews, Carter and Boyce, P.C.
McLean, Virginia
February 29, 2000
-60-
<PAGE>
[Asher & Company, Ltd. Letterhead]
Independent Auditors' Report
The Partners
Walnut Park Plaza Associates
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Walnut Park Plaza Associates
(a Pennsylvania Limited Partnership) as of December 31, 1997 and 1996 and the
related statements of operations, changes in 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 Walnut Park Plaza Associates as
of December 31, 1997 and 1996 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership has suffered recurring losses from
operations and is in default of certain obligations under the terms of the bond
indenture. These conditions raise substantial doubt about the Partnership's
ability to continue as a going concern at December 31, 1997. The General
Partner's plans regarding these matters are also described in Note B. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
February 10, 1998
-61-
<PAGE>
[HENICK & YLVISAKER, Certified Public Accountants Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Bayridge Associates Limited Partnership
We have audited the accompanying Balance Sheets of Bayridge Associates Limited
Partnership (an Oregon Limited Partnership) as of December 31, 1999 and 1998 and
the related statements of operations, changes in 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 our audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bayridge Associates Limited
Partnership, as of December 31, 1999 and 1998 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Henick & Ylvisaker
Portland, Oregon
February 22, 2000
-62-
<PAGE>
[HENICK & YLVISAKER, Certified Public Accountants Letterhead]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Bayridge Associates Limited Partnership
We have audited the accompanying Balance Sheets of Bayridge Associates Limited
Partnership (an Oregon Limited Partnership) as of December 31, 1998 and 1997 and
the related statements of operations, changes in 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 our audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bayridge Associates Limited
Partnership, as of December 31, 1998 and 1997 and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/ Henick & Ylvisaker
Portland, Oregon
February 24, 1999
-63-
<PAGE>
[Habif, Arogeti & Wynne, LLP. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
United-Pennsylvanian Limited Partnership
We have audited the accompanying balance sheets of UNITED-PENNSYLVANIAN LIMITED
PARTNERSHIP, PHFA Project No. R-251-8E, as of December 31, 1999 and 1998, and
the related statements of profit and loss, changes in 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 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 UNITED-PENNSYLVANIAN LIMITED
PARTNERSHIP as of December 31, 1999 and 1998, 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 and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 21, 2000 on our
consideration of UNITED-PENNSYLVANIAN LIMITED PARTNERSHIP's internal controls
and reports dated February 21, 2000 on its compliance with specific requirements
applicable to major HUD programs, specific requirements applicable to
Affirmative Fair Housing and Non-Discrimination, and its compliance with laws
and regulations.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report [shown on pages 15 to 23] is presented for the purpose of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audits
of the financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/ Habif, Arogeti & Wynne, LLP
Atlanta, Georgia
February 21, 2000
-64-
<PAGE>
[Habif, Arogeti & Wynne, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners of
United-Pennsylvanian Limited Partnership
We have audited the accompanying balance sheets of UNITED-PENNSYLVANIAN LIMITED
PARTNERSHIP, PHFA Project No. R-251-8E, as of December 31, 1998 and 1997, and
the related statements of profit and loss, changes in 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 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 UNITED-PENNSYLVANIAN LIMITED
PARTNERSHIP as of December 31, 1998 and 1997, 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 and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 12, 1999 on our
consideration of UNITED-PENNSYLVANIAN LIMITED PARTNERSHIP's internal controls
and reports dated January 12, 1999 on its compliance with specific requirements
applicable to major HUD programs, specific requirements applicable to
Affirmative Fair Housing and Non-Discrimination, and its compliance with laws
and regulations.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report [shown on pages 15 to 23] is presented for the purpose of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audits
of the financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/ Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
February 12, 1999
-65-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
2051 Grand Concourse Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of 2051 Grand Concourse Housing
Associates (a limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' capital (deficiency), 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 2051 Grand Concourse Housing
Associates as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/S/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C
White Plains, New York
January 28, 2000
-66-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
2051 Grand Concourse Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of 2051 Grand Concourse Housing
Associates (a limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital (deficiency), 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 2051 Grand Concourse Housing
Associates as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/S/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C
Port Chester, New York
January 29, 1999
-67-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Concourse Artists Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of Concourse Artists Housing
Associates (a limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' capital (deficiency), 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 Concourse Artists Housing
Associates as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
White Plains, New York
January 28, 2000
-68-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Concourse Artists Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of Concourse Artists Housing
Associates (a limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital (deficiency), 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 Concourse Artists Housing
Associates as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
Port Chester, New York
January 29, 1999
-69-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Willoughby-Wyckoff Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of Willoughby-Wyckoff Housing
Associates (a limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, partners' capital (deficiency), 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 Willoughby-Wyckoff Housing
Associates as of December 31, 1999 and 1998, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in Note 1B to the
financial statements, the Partnership has had operating losses and equity
deficiencies. These conditions raise substantial doubt about its ability to
continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of thisuncertainty.
/s/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
White Plains, New York
January 28, 2000
-70-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Willoughby-Wyckoff Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of Willoughby-Wyckoff Housing
Associates (a limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, partners' capital (deficiency), 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 Willoughby-Wyckoff Housing
Associates as of December 31, 1998 and 1997, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in Note 1B to the
financial statements, the Partnership has had operating losses, operating cash
flow deficiencies, and equity deficiencies. These conditions raise substantial
doubt about its ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
/s/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
Port Chester, New York
January 29, 1999
-71-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Robin Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of Robin Housing Associates (a
limited partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital (deficiency), 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 Robin Housing Associates as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
White Plains, New York
January 28, 2000
-72-
<PAGE>
[Marden, Harrison & Kreuter Certified Public Accountants, P.C. Letterhead]
INDEPENDENT AUDITORS' REPORT
To the Partners
Robin Housing Associates
3743-A White Plains Road
Bronx, New York 10467
We have audited the accompanying balance sheets of Robin Housing Associates (a
limited partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital (deficiency), 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 Robin Housing Associates as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
/s/ Marden, Harrison & Kreuter
Certified Public Accountants, P.C.
Port Chester, New York
January 29, 1999
-73-
<PAGE>
[SMITH & RADIGAN CERTIFIED PUBLIC ACCOUNTANTS, LLC LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Lund Hill Associates
We have audited the accompanying balance sheet of Lund Hill Associates, (a
limited partnership), WHEDA Project No. 021, as of December 31, 1999, and the
related statements of partners' equity (deficit), operations and cash flows for
the year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller
General of the United States. 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, (not presented
herein) present fairly, in all material respects, the financial position of Lund
Hill Associates as of December 31, 1999, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 14 to 23) are presented for purposes of additional
analysis 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 and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
In accordance with Government Auditing Standards, we have also issued a report
dated January 15, 2000 on our consideration of the Partnership's internal
controls and a report dated January 15, 2000 on its compliance with laws and
regulations.
/s/ Smith & Radigan
Atlanta, Georgia
January 15, 2000
-74-
<PAGE>
[SMITH & RADIGAN CERTIFIED PUBLIC ACCOUNTANTS LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Lund Hill Associates
We have audited the accompanying balance sheet of Lund Hill Associates, (a
limited partnership), WHEDA Project No. 021, as of December 31, 1998, and the
related statements of partners' equity (deficit), operations 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, (not presented
herein) present fairly, in all material respects, the financial position of Lund
Hill Associates as of December 31, 1998, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.
/s/ Smith & Radigan
Atlanta, Georgia
January 29, 1999
-75-
<PAGE>
[SMITH & RADIGAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Lund Hill Associates
We have audited the accompanying balance sheet of Lund Hill Associates, (a
limited partnership), WHEDA Project No. 021, as of December 31, 1997, and the
related statements of partners' equity (deficit), operations 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, (not presented
herein) present fairly, in all material respects, the financial position of Lund
Hill Associates as of December 31, 1997, and the results of its operations and
its cash flows for the year then ended, in conformity with generally accepted
accounting principles.
/s/ Smith & Radigan
Atlanta, Georgia
January 30, 1998
-76-
<PAGE>
[Rick J. Tanneberger CERTIFIED PUBLIC ACCOUNTANT Letterhead]
Independent Auditor's Report
The Partners
Tanglewood Apartments, A Limited Partnership
We have audited the accompanying balance sheets of Tanglewood Apartments, A
Limited Partnership, as of December 31, 1999 and 1998, and the related
statements of income, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tanglewood Apartments, A
Limited Partnership as of December 31, 1999 and 1998, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
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.
/s/ Rick J. Tanneberger, CPA, P.A.
Fayetteville, Arkansas
February 14, 2000
-77-
<PAGE>
[Rick J. Tanneberger CERTIFIED PUBLIC ACCOUNTANT Letterhead]
Independent Auditor's Report
The Partners
Tanglewood Apartments, A Limited Partnership
We have audited the accompanying balance sheets of Tanglewood Apartments, A
Limited Partnership, as of December 31, 1998 and 1997, and the related
statements of income, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tanglewood Apartments, A
Limited Partnership as of December 31, 1998 and 1997, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
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.
/s/ Rick J. Tanneberger, CPA, P.A.
Fayetteville, Arkansas
February 11, 1999
-78-
<PAGE>
[RBG & CO. Letterhead]
Independent Auditors' Report
Partners
Quality Hill Historic District -
Phase II-A, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Quality Hill Historic
District-Phase II-A, L.P., a limited partnership, as of December 31, 1999 and
1998 and the related statements of income, 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 Quality Hill Historic
District-Phase II-A, L.P. as of December 31, 1999 and 1998, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
February 26, 2000
-79-
<PAGE>
[RBG & CO. Letterhead]
Independent Auditors' Report
Partners
Quality Hill Historic District -
Phase II-A, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Quality Hill Historic
District-Phase II-A, L.P., a limited partnership, as of December 31, 1998 and
1997 and the related statements of income, 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 Quality Hill Historic
District-Phase II-A, L.P. as of December 31, 1998 and 1997, and the results of
its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
February 2, 1999
-80-
<PAGE>
[HAMILTON & MUSSER, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Penn Alto Associates, Limited Partnership
Altoona, Pennsylvania 16601
We have audited the accompanying balance sheets of Penn Alto Associates, Limited
Partnership as of December 31, 1999 and 1998 and the related statements of
income, changes in partners' capital, 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 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 the opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Penn Alto Associates, Limited
Partnership, as of December 31, 1999 and 1998, 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 information on pages
9 and 10 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Hamilton & Musser, P.C.
Certified Public Accountants
Mechanicsburg, Pennsylvania
February 22, 2000
-81-
<PAGE>
[HAMILTON & MUSSER, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Penn Alto Associates, Limited Partnership
Altoona, Pennsylvania 16601
We have audited the accompanying balance sheets of Penn Alto Associates, Limited
Partnership as of December 31, 1998 and 1997 and the related statements of
income, changes in partners' capital, 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 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 the opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Penn Alto Associates, Limited
Partnership, as of December 31, 1998 and 1997, 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 information on pages
9 and 10 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Hamilton & Musser, P.C.
Certified Public Accountants
Mechanicsburg, Pennsylvania
February 22, 1999
-82-
<PAGE>
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Sartain School Venture
We have audited the accompanying balance sheets of Sartain School Venture (a
Pennsylvania limited partnership) as of December 31, 1999 and 1998 and the
related statements of operations, changes in partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's general partners and contracted management agent. 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 the
Partnership's general partners and contracted management agent, 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 Sartain School Venture at
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan, LLP
Quincy, Massachusetts
January 14, 2000
-83-
<PAGE>
[ZINER & COMPANY, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Sartain School Venture
We have audited the accompanying balance sheet of Sartain School Venture (a
Pennsylvania limited partnership) as of December 31, 1998 and 1997, and the
related statements of operations, changes in partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audit in accordance with generally accepted auditing standards.
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 the
Partnership's general partners and contracted management agent, 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 Sartain School Venture at
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 19, 1999
-84-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
MARCH 15,
------------------------
2000 1999
---------- ---------
<S> <C> <C>
Property and equipment, at cost, less accumulated
depreciation (Notes 2, 4, 7 and 11) $158,760,665 $167,048,236
Cash and cash equivalents (Notes 2, 3 and 11) 5,940,310 3,824,051
Cash held in escrow (Notes 3 and 5) 10,986,005 10,347,465
Accounts receivable - tenants 790,793 797,885
Deferred costs, less accumulated amortization (Notes 2 and 6) 3,182,228 3,382,601
Other assets 1,051,471 1,233,370
----------- -----------
Total assets $180,711,472 $186,633,608
=========== ===========
<CAPTION>
LIABILITIES AND PARTNERS' DEFICIT
Liabilities
Mortgage notes payable (Notes 3 and 7) $158,415,982 $158,224,324
Accounts payable and other liabilities 10,762,116 8,922,248
Due to local general partners and affiliates (Note 8) 15,510,722 14,835,837
Due to general partners and affiliates (Note 8) 5,092,462 4,567,075
Due to selling partners 1,058,257 1,009,374
------------- ------------
190,839,539 187,558,858
------------- ------------
Minority interests (Note 2) 2,947,532 3,561,993
------------- ------------
Commitments and contingencies (Notes 7, 8 and 11)
Partners' deficit
Limited partners (15,987.5 BACs issued and
outstanding) (Note 1) (12,214,998) (3,712,526)
General partners (860,601) (774,717)
------------ ------------
Total partners' deficit (13,075,599) (4,487,243)
----------- ------------
Total liabilities and partners' deficit $180,711,472 $186,633,608
=========== ===========
</TABLE>
See accompanying notes to consolidated financial statements.
-85-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
YEAR ENDED MARCH 15,
----------------------------------------
2000 1999 * 1998*
--------- ---------- ------------
<S> <C> <C> <C>
Revenues
Rental income $34,653,315 $34,276,146 $33,795,715
Other (Notes 7 and 11) 1,865,562 1,731,735 1,555,134
----------- ----------- -----------
Total revenues 36,518,877 36,007,881 35,350,849
---------- ---------- ----------
Expenses
General and administrative 6,371,582 5,806,023 5,365,940
General and administrative-
related parties 2,750,176 2,746,326 2,573,776
Repairs and maintenance 6,889,879 5,914,903 6,015,119
Operating 3,796,800 3,931,861 3,857,090
Taxes 1,822,352 1,716,507 1,670,113
Insurance 1,315,191 1,246,140 1,411,082
Interest 12,828,783 13,026,531 12,866,925
Depreciation and amortization 9,793,808 9,692,661 9,113,446
----------- ----------- -----------
45,568,571 44,080,952 42,873,491
---------- ---------- ----------
Loss before minority interest and
extraordinary item (9,049,694) (8,073,071) (7,522,642)
Minority interest in loss of subsidiaries 461,338 344,685 347,557
----------- ------------ ------------
Loss before extraordinary item (8,588,356) (7,728,386) (7,175,085)
Extraordinary item-loss from retirement
of debt (Note 10) 0 (530,379) 0
----------- ------------ ------------
Net loss $ (8,588,356) $ (8,258,765) $ (7,175,085)
============== ============== ==============
Number of BACs outstanding 15,987.5 15,987.5 15,987.5
============== ============== ==============
Loss before extraordinary item-limited
partners $ (8,502,472) $ (7,651,102) $ (7,103,334)
Extraordinary item-limited partners 0 (525,075) 0
----------- ------------ ------------
Net loss-limited partners $ (8,502,472) $ (8,176,177) $ (7,103,334)
============ ============= =============
Loss before extraordinary item per BAC $ (531.82) $ (478.57) $ (444.31)
Extraordinary item per BAC 0 (32.84) 0
----------- ------------ ------------
Net loss per BAC $ (531.82) $ (511.41) $ (444.31)
============ ============= =============
</TABLE>
*Reclassified for comparative purposes
See accompanying notes to consolidated financial statements.
-86-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
<TABLE>
<CAPTION>
Limited General
Total Partners Partners
----------- ----------- ----------
<S> <C> <C> <C>
Partners' capital (deficit)- March 16, 1997 $10,946,607 $11,566,985 $(620,378)
Net loss, year ended March 15, 1998 (7,175,085) (7,103,334) (71,751)
----------- ----------- --------
Partners' capital (deficit)- March 15, 1998 3,771,522 4,463,651 (692,129)
Net loss, year ended March 15, 1999 (8,258,765) (8,176,177) (82,588)
----------- ----------- ---------
Partners' deficit- March 15, 1999 (4,487,243) (3,712,526) (774,717)
Net loss, year ended March 15, 2000 (8,588,356) (8,502,472) (85,884)
----------- ----------- ---------
Partners' deficit- March 15, 2000 $(13,075,599) $(12,214,998) $(860,601)
=========== =========== ========
</TABLE>
See accompanying notes to consolidated financial statements.
-87-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
<TABLE>
<CAPTION>
Year Ended March 15,
--------------------------------------
2000 1999 1998
--------- ---------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(8,588,356) $(8,258,765) $(7,175,085)
---------- ---------- ----------
Adjustments to reconcile net loss to net cash
provided by operating activities:
Extraordinary item-loss from retirement of debt 0 530,379 0
Operating expenses paid from debt
refinancing proceeds 0 85,672 0
Cancellation of indebtedness income (68,571) (68,571) (68,571)
Accrued interest added to principal
of mortgage note payable 154,166 144,178 139,676
Depreciation and amortization 9,793,808 9,692,661 9,113,446
Change in accounting for organization costs 6,500 0 0
(Increase) decrease in assets
Cash held in escrow (252,366) 604,727 (34,147)
Accounts receivable - tenants 7,092 (195,574) 9,711
Other assets 181,899 (45,407) 153,164
Increase (decrease) in liabilities
Accounts payable and other liabilities 1,833,179 392,628 367,540
Due to General Partners and affiliates 525,387 330,645 1,249,162
Minority interest in loss of subsidiaries (461,338) (344,685) (347,557)
----------- ------------ -----------
Total adjustments 11,719,756 11,126,653 10,582,424
---------- ---------- ----------
Net cash provided by operating activities 3,131,400 2,867,888 3,407,339
----------- ----------- -----------
Cash flows from investing activities:
Increase in cash held in escrow (386,174) (880,111) (778,996)
Improvements to property and equipment (1,218,794) (1,013,948) (1,209,320)
---------- ---------- ----------
Net cash used in investing activities (1,604,968) (1,894,059) (1,988,316)
---------- ---------- ----------
</TABLE>
See accompanying notes to consolidated financial statements.
-88-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
(continued)
<TABLE>
<CAPTION>
Year Ended March 15,
--------------------------------------
2000 1999 1998
--------- ---------- -----------
<S> <C> <C> <C>
Cash flows from financing activities:
Increase in deferred costs (64,077) (135,490) 0
Increase in due to Local General
Partners and affiliates 955,919 1,088,961 892,814
Decrease in due to Local General
Partners and affiliates (303,838) (462,828) (174,477)
Increase in due to selling partners 48,883 21,663 6,798
Proceeds from mortgage notes 10,481,568 10,600,000 0
Repayment of mortgage notes (10,375,505) (8,893,725) (1,867,576)
Decrease in capitalization of consolidated
subsidiaries attributable to minority interest (153,123) (2,220,569) (342,716)
--------- ---------- -----------
Net cash provided by (used in) financing activities 589,827 (1,988) (1,485,157)
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 2,116,259 971,841 (66,134)
Cash and cash equivalents, beginning of year 3,824,051 2,852,210 2,918,344
---------- ---------- ----------
Cash and cash equivalents, end of year $ 5,940,310 $ 3,824,051 $ 2,852,210
========== ========== ==========
Supplemental disclosure of cash flows information:
Cash paid during the year for interest $10,139,006 $10,702,969 $10,554,123
========== ========== ==========
Supplemental disclosures of noncash activities:
Increase in accounts payable and other liabilities
for property and equipment additions $ 29,493 $ 22,151 $ 208,718
Increase in due to local general partners and
affiliates for accounts payable and other
liabilities 22,804 22,959 0
Decrease in other assets for
property and equipment additions 0 0 62,993
Reclassification due to local general partner
and affiliates, to contribution by minority
interest shareholders 0 0 693,340
</TABLE>
See accompanying notes to consolidated financial statements.
-89-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
NOTE 1 - General
Liberty Tax Credit Plus L.P., a Delaware limited partnership (the
"Partnership"), was organized on June 26, 1987, but had no activity until
October 1, 1987 (which date is considered to be inception for financial
accounting purposes). The Partnership had no operations until commencement of
the public offering on November 20, 1987.
The Partnership's business is to invest as a limited partner in other limited
partnerships ("Local Partnerships" or "subsidiaries" or "subsidiary
partnerships") owning leveraged apartment complexes that are eligible for the
low-income housing tax credit ("Tax Credit") enacted in the Tax Reform Act of
1986, and to a lesser extent in Local Partnerships owning properties that are
eligible for the historic rehabilitation tax credit. As of March 15, 2000, the
Partnership has invested in 31 subsidiary partnerships and does not anticipate
making any additional investments.
Since November 25, 1997, the general partners of the Partnership have been
Related Credit Properties L.P., a Delaware limited partnership (the "Related
General Partner") and Liberty Associates III L.P., a Delaware limited
partnership ("Liberty Associates"), and together with the Related General
Partner (the "General Partners"). The Related General Partner is also the
special limited partner of the Partnership. The general partner of the
Related General Partner is Related Credit Properties Inc., a Delaware
corporation. The general partner of Liberty Associates is the Related General
Partner. On November 25, 1997, affiliates of the Related General Partner and
Liberty GP Inc. ("LGP"), then the general partners of the Partnership,
entered into a Purchase Agreement pursuant to which the Related General
Partner purchased LGP's general partner interest in the Partnership (the
"Transfer"). In addition to the Transfer, the Related General Partner also
acquired LGP's special limited partner interest in the Partnership and its
general partner interest in Liberty Associates. Prior to the Transfer,
Liberty Associates was an affiliate of Lehman Brothers.
The terms of the Partnership's Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") provide, among other things, that net
profits or losses and distributions of cash flow are, in general, allocated 99%
to the limited partners and BACs holders and 1% to the General Partners.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Consolidation
The consolidated financial statements include the accounts of the Partnership
and 31 subsidiary partnerships in which the Partnership is a limited partner.
Through the rights of the Partnership and/or a General Partner, which General
Partner has a contractual obligation to act on behalf of the Partnership, to
remove the general partner of the subsidiary partnerships and to approve certain
major operating and financial decisions, the Partnership has a controlling
financial interest in the subsidiary partnerships. All intercompany accounts and
transactions with the subsidiary partnerships have been eliminated in
consolidation.
For financial reporting purposes the Partnership's fiscal year ends on March 15.
The Partnership's fiscal year ends on March 15, in order to allow adequate time
for the subsidiaries finan
-90-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
cial statements to be prepared and consolidated. The books and records of the
Partnership are maintained on the accrual basis of accounting, in accordance
with generally accepted accounting principles ("GAAP"). All subsidiaries have
calendar year ends. Accounts of the subsidiary partnerships have been adjusted
for intercompany transactions from January 1 through March 15.
Increases (decreases) in the capitalization of consolidated subsidiary
partnerships attributable to minority interest arise from cash contributions
from and cash distributions to the minority interest partners.
The Partnership's investment in each subsidiary partnership is equal to the
respective subsidiary partnership's partners' equity less minority interest
capital, if any. Losses attributable to minority interests which exceed the
minority interests' investment in subsidiary partnerships have been charged to
the Partnership. Such losses aggregated approximately $242,000, $226,000 and
$147,000 for the years ended March 15, 2000, 1999 and 1998, respectively. In
consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
b) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks, and investments
in short-term highly liquid instruments purchased with original maturities of
three months or less.
c) Property and Equipment
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods. Expenditures for repairs and maintenance are charged
to expense as incurred; major renewals and betterments are capitalized. At the
time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time, property
investments themselves are reduced to estimated fair value (generally using
discounted cash flows) when the property is considered to be impaired and the
depreciated cost exceeds estimated fair value.
At the time management commits to a plan to dispose of assets, said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets are classified as property and equipment-held for sale and are not
depreciated.
Through March 15, 2000, the Partnership has not recorded any loss on impairment
of assets or reduction to estimated fair value.
-91-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
d) Offering Costs
Costs incurred to sell BACs, including brokerage and the nonaccountable expense
allowance, are considered selling and offering expenses. These costs are charged
directly to limited partners' capital (Note 8).
e) Income Taxes
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31 (Note 9).
f) Loss Contingencies
The Partnership records loss contingencies as a charge to income when
information becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the
financial statements and the amount of loss can be reasonably estimated.
g) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect certain reported amounts and disclosures. Accordingly actual results
could differ from those estimates.
h) Recent Pronouncements
In April 1998, the AICPA issued SOP No. 98-5 "Reporting on the Costs of Start-Up
Activities." SOP No. 98.5, which was adopted April 1, 1999, requires that costs
of start-up activities including organizational costs be expensed as incurred.
In addition, at the time of adoption the unamortized balance of any previously
deferred organizational costs must be expensed. This adoption resulted in
$1,437,489 being fully expensed and included in depreciation and amortization on
the consolidated statements of operations for the year ended March 15, 2000.
NOTE 3 - Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments (all of which are held for non-trading
purposes) for which it is practicable to estimate that value:
CASH AND CASH EQUIVALENTS AND CASH HELD IN ESCROW
The carrying amount approximates fair value.
-92-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
MORTGAGE NOTES PAYABLE
The fair value of mortgage notes payable is estimated, where practicable, based
on the borrowing rate currently available for similar loans.
The estimated fair values of the Partnership's mortgage notes payable are as
follows:
<TABLE>
<CAPTION>
March 15, 2000 March 15, 1999
----------------------- ------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
---------- ---------- ------------ -----------
<S> <C> <C> <C> <C>
Mortgage notes payable for
which it is:
Practicable to estimate fair value $90,078,606 $88,278,606 $82,001,187 $79,879,067
Not Practicable $68,337,376 (*) $76,253,137 (*)
</TABLE>
(*) Management believes it is not practical to estimate the fair value of the
mortgage notes payable because mortgage programs with similar characteristics
are not currently available to the partnerships.
The carrying amount of other financial instruments that require such disclosure
approximates fair value.
NOTE 4 - Property and Equipment
The components of property and equipment are as follows:
<TABLE>
<CAPTION>
March 15, Estimated
------------------------ Useful Lives
2000 1999 (Years)
--------- ---------- ------------------
<S> <C> <C> <C>
Land $ 11,804,469 $ 11,804,469 -
Buildings and improvements 240,891,352 240,233,744 15 to 40
Other 5,883,557 5,292,878 3 to 20
------------- -------------
258,579,378 257,331,091
Less: Accumulated depreciation (99,818,713) (90,282,855)
------------- -------------
$ 158,760,665 $ 167,048,236
============= =============
</TABLE>
Included in property and equipment are $6,859,371 of acquisition fees paid to
the general partners and $952,737 of acquisition expenses. In addition, as of
March 15, 2000, buildings and improvements include $2,870,719 of capitalized
interest.
In connection with the development or rehabilitation of the properties, the
subsidiary partnerships have incurred developer's fees of $23,360,275 to the
local general partners and affiliates. Such fees have been included in the cost
of property and equipment.
-93-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
Depreciation expense for the years ended March 15, 2000, 1999 and 1998 amounted
to $9,535,858, $9,408,973 and $8,827,632, respectively.
NOTE 5 - Cash Held in Escrow
Cash held in escrow consists of the following:
<TABLE>
<CAPTION>
March 15,
-----------------------------
2000 1999
----------- --------------
<S> <C> <C>
Real estate taxes, insurance, and other $ 2,065,712 $ 1,843,819
Reserve for replacements 8,000,589 7,614,415
Other 919,704 889,231
----------- ------------
$10,986,005 $10,347,465
----------- ------------
----------- ------------
</TABLE>
NOTE 6 - Deferred Costs
The components of other deferred costs and their periods of amortization are as
follows:
<TABLE>
<CAPTION>
March 15,
-------------------------------------------- Period
2000 1999 (Months)
------------------ ------------------ ------------------
<S> <C> <C> <C>
Operating guarantee fee $ 510,443 $ 510,443 60
Financing expenses 4,838,356 4,703,749 *
Organization expenses 0 1,437,489 60
Supervisory salaries 783,020 783,020 60
Other 48,518 48,518 Various
------------ ------------
6,180,337 7,483,219
Less: Accumulated amortization (2,998,109) (4,100,618)
------------ ------------
$ 3,182,228 $ 3,382,601
============ ============
</TABLE>
*Over the life of the respective mortgages.
Amortization of deferred costs for the years ended March 15, 2000, 1999 and 1998
amounted to $257,950, $283,688 and $285,814, respectively.
During the years ended March 15, 2000 and 1999, deferred costs of $1,437,489 and
$142,821 and accumulated amortization of $1,360,459 and $122,314 were written
off.
-94-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
NOTE 7 - Mortgage Notes Payable
The mortgage notes are payable in aggregate monthly installments of
approximately $1,042,000 including principal and interest at rates varying from
1% to 12% per annum, through 2029. Each subsidiary partnership's mortgage note
payable is collateralized by the land and buildings of the respective subsidiary
partnership and the assignment of certain subsidiary partnership's rents and
leases and is without further recourse.
Annual principal payment requirements as of March 15, 2000 for each of the next
five fiscal years and thereafter are as follows:
<TABLE>
<CAPTION>
Fiscal Year Ending Amount
------------------ ---------------
<S> <C>
2000 $ 3,422,468
2001 3,570,909
2002 9,788,215
2003 8,464,489
2004 7,893,647
Thereafter 125,276,254
-----------
$158,415,982
============
</TABLE>
On August 31, 1999, Apple Creek Housing Associates, Ltd. ("Apple Creek
Apartments") refinanced its mortgage notes payable of $3,758,911. The new
mortgage in the amount of $3,851,900 is payable in monthly installments of
$30,361 including interest at the rate of 8.6% per annum through September,
2027.
On February 1, 2000, 2108 Bolton Drive Associates, L.P. ("Bolton") refinanced
its oustanding mortgage note payable. The new mortgage in the amount of
$7,500,000 is payable in monthly installments of $58,094 including interest at
the rate of 8.58% per annum through February 2007. At maturity, the remaining
principal balance of approximately $7,080,000 will be due. Proceeds from the new
mortgage were used to pay the prior mortgage note payable, repay the balance
advanced from the limited partner, establish escrows, pay refinancing costs and
to return capital of approximately $1,600,000 to the limited partners.
See Note 11 for other subsidiary partnerships' financing activities.
NOTE 8 - Related Party Transactions
An affiliate of the General Partners has a 1% interest as a special limited
partner, in each of the subsidiary partnerships. An affiliate of the General
Partners also has a minority interest in certain subsidiary partnerships.
-95-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
The costs incurred to related parties for the years ended March 15, 2000, 1999
and 1998 were as follows:
A) Related Party Fees
<TABLE>
<CAPTION>
Year Ended March 15,
---------------------------------------
2000 1999 1998
------------ ----------- ------------
<S> <C> <C> <C>
Partnership management fees (a) $1,138,000 $1,138,000 $1,138,000
Expense reimbursement (b) 183,348 153,615 119,379
Property management fees incurred
to affiliates of the General Partners (c) 1,260,875 1,289,487 1,160,288
Local administrative fee (d) 71,500 74,000 71,500
----------- ----------- -----------
Total general and administrative-
General Partners 2,653,723 2,655,102 2,489,167
----------- ----------- -----------
Property management fees incurred
To affiliates of the subsidiary partnerships'
General partners (c) 96,453 91,224 84,609
----------- ----------- -----------
Total general and administrative-
related parties $2,750,176 $2,746,326 $2,573,776
=========== =========== ===========
</TABLE>
(a) The General Partners are entitled to receive a partnership management fee,
after payment of all Partnership expenses, which together with the local annual
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement) for administering the affairs
of the Partnership. The partnership management fee, subject to the foregoing
limitation, will be determined by the General Partners in their sole discretion
based upon their review of the Partnership's investments. Partnership management
fees owed to the General Partners amounting to approximately $4,502,000 and
$4,014,000 were accrued and unpaid as of March 15, 2000 and March 15, 1999,
respectively.
(b) The Partnership reimburses the General Partners and their affiliates for
actual Partnership operating expenses incurred by the General Partners and their
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partners performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance. Expense reimbursements and asset monitoring fees owed
to Related Credit Properties L.P. amounting to approximately $105,000 and
$75,000 were accrued and unpaid as of March 15, 2000 and 1999, respectively.
The General Partners have continued allowing for the accrual without payment of
the amounts set forth in (a) and (b) but are under no obligation to do so.
(c) Property management fees incurred by subsidiary partnerships amounted to
$1,898,852, $1,883,977 and $1,815,645 for the years ended March 15, 2000, 1999
and 1998, respectively. Of these fees $1,164,422, $1,289,487 and $1,160,288 were
incurred to affiliates of the subsidiary partnerships' general partners. In
addition, $96,453, $91,224 and $84,609 was incurred to affiliates of the
Partnership.
-96-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
(d) Liberty Associates III L.P., the special limited partner of the subsidiary
partnerships, is entitled to receive a local administrative fee of up to $2,500
per year from each subsidiary partnership.
The General Partners of the Partnership were allocated approximately $86,000,
$83,000 and $71,000 of passive losses for the years ended March 15, 2000, 1999
and 1998, respectively.
(e) Liberty Associates III L.P. received cash distributions of approximately
$4,500, $2,000 and $3,500 during the years ended March 15, 2000, 1999 and 1998,
respectively.
Liberty Associates III L.P. was allocated Low-Income Housing Tax Credits of
approximately $2,200, for each of the taxable years ended March 15, 2000, 1999
and 1998, respectively.
(f) Due to local general partners and affiliates at March 15, 2000 and 1999
consists of the following:
<TABLE>
<CAPTION>
March 15,
---------------------------------
2000 1999
------------- ----------------
<S> <C> <C>
Operating deficit advances $ 123,055 $ 123,055
Operating advances 1,285,316 1,278,072
Development fee payable 132,851 141,258
Residual loan payable 52,500 52,500
Interest (g) 6,707,797 5,855,028
Long-term notes payable (g) 5,550,981 5,550,981
Management and other fees 1,658,222 1,834,943
----------- -----------
$15,510,722 $14,835,837
----------- -----------
----------- -----------
</TABLE>
-97-
<PAGE>
(g) Long term notes payable consist of the following:
<TABLE>
<CAPTION>
March 15,
-----------------------
2000 1999
---------- ---------
<S> <C> <C>
GROVE PARC ASSOC. L.P.
This note bears interest at 7.39% compounded annually on May 1 of
each year. The note is secured by a mortgage subordinate in
rights to mortgages securing the building loan. Both principal
and interest on the loan are due and payable in full out of
residual receipts on April 29, 2010, or are immediately due and
payable upon refinancing or sale of the project. $5,040,000 $5,040,000
DIXIE APARTMENT ASSOC. LTD
This promissory note bears interest at 11% with a maturity
date of June 1, 2002. (Note 10) 105,187 105,187
LUDLAM GARDENS APARTMENTS LTD
This promissory note bears interest at 11% with a maturity date
of June 1, 2000. (Note 10) 266,124 266,124
B & C HOUSING ASSOCIATES
This promissory note bears interest on the unpaid principal
balance with interest at prime plus 2% per annum payable along
with principal as and when permitted by the partnership agreement
and payable only from surplus cash. 139,670 139,670
---------- -----------
$5,550,981 $5,550,981
========== ===========
</TABLE>
B) Guarantees
The general partners of Bayridge Associates Limited Partnership ("Bayridge"), a
subsidiary partnership, agreed to provide guarantees of up to $1,000,000 to fund
debt service deficiencies in the event certain debt coverage and debt service
ratios were not met for specified periods of time. As of March 15, 2000, no
guarantees have been funded. The Debt Coverage Guaranty Agreement provides for
the security to be reduced to a $100,000 letter of credit provided by the
Bayridge general partners.
-98-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
NOTE 9 - Income Taxes
A reconciliation of the financial statement net loss to the income tax loss for
the Partnership and its consolidated subsidiaries is as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1999 1998 1997
------------ ---------- ----------
<S> <C> <C> <C>
Financial statement
Net loss $(8,588,356) $(8,258,765) $(7,175,085)
Difference between depreciation and amortization expense recorded
for financial reporting purposes and the accelerated cost
recovery system utilized for income tax purposes 733,756 784,113 514,650
Difference resulting from parent company having a different
fiscal year for income tax and financial reporting purposes 59,928 (22,165) (687,409)
Tax basis forgiveness of debt 0 0 693,340
Losses in excess of tax basis allocated to minority interests 720,332 0 0
Differences resulting principally from rental income recognized for
income tax purposes and deferred for financial reporting purposes
and interest and other operating expenses deducted for financial
reporting purposes not deducted for income tax purposes 335,065 (137,972) (87,919)
Net loss as shown on the income tax return for the calendar year ------------ ---------- -----------
ended $(6,739,275) $(7,634,789) $(6,742,423)
=========== =========== ===========
</TABLE>
NOTE 10 - Extraordinary item
In April 1998, Bayridge refinanced its mortgage note payable of $6,150,000. The
new mortgage note in the amount of $10,600,000 paid off the former mortgage note
and paid a cash flow distribution from refinancing proceeds of approximately
$1,904,000 to the Partnership. In order to repay the mortgage loan due to
Travelers prior to its maturity date, Bayridge was obligated to pay a prepayment
penalty to Travelers, in the amount of $510,075. This amount, along with the
remaining unamortized deferred loan costs relating to that loan, was charged to
operations in 1998 and is reflected in the accompanying statements of operations
as an extraordinary loss from retirement of debt. The new mortgage bears
interest at the rate of 6.96% per annum and is payable in monthly installments
of $70,238 which includes principal and interest. Any remaining principal and
interest shall be due and payable May 1, 2008.
-99-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
NOTE 11 - Commitments and Contingencies
a) Subsidiary Partnership - Going Concern
Three subsidiary partnerships, Redwood Villa Associates, Willoughby-Wyckoff
Housing Associates and Walnut Park Plaza Associates have significant
contingencies and uncertainties regarding their continuing operations which
raise substantial doubt about their abilities to continue as going concerns. The
financial statements of these three subsidiary partnerships were prepared
assuming that each will continue as a going concern.
REDWOOD VILLA ASSOCIATES, L.P.
Redwood Villa Associates ("Redwood") has sustained operating losses since its
inception. For the 1999 Fiscal Year, Redwood experienced a loss of $178,970,
including $218,747 of depreciation and $4,553 of amortization and at December
31, 1999 had a working capital deficiency of $629,657 and a deficit in partners'
equity of $928,121. These conditions raise substantial doubt about Redwood's
ability to continue as a going concern. Redwood's continuation as a going
concern is dependent upon its ability to achieve profitable operations or obtain
future capital contributions from the partners. Management, whenever possible,
plans to reduce operating costs to achieve profitable operations. The financial
statements for the 1999, 1998 and 1997 Fiscal Years for Redwood have been
prepared assuming that Redwood will continue as a going concern. The
Partnership's investment in Redwood at March 15, 2000 and 1999 was reduced to
zero by prior years' losses and the minority interest balance was approximately
$404,000 and $406,000, respectively. Redwood's net loss after minority interest
amounted to approximately $177,000, $233,000 and $226,000 for the 1999, 1998 and
1997 Fiscal Years, respectively.
WILLOUGHBY-WYCKOFF HOUSING ASSOCIATES
The financial statements for Willoughby-Wyckoff Housing Associates
("Willoughby") have been prepared on the basis that it will continue as a going
concern, which contemplates continuity of operations, realization of assets and
liquidation of liabilities in the ordinary course of business. There are certain
conditions that raise substantial doubt about Willoughby's ability to continue
as a going concern. Willoughby has had operating losses, operating cash flow
deficiencies, and equity deficiencies and has required loans from related
parties to meet its obligations. Management plans to continue to minimize costs
within their control and seek additional funding sources to supplement project
operations. Continuance of Willoughby as a going concern is dependent upon
Willoughby's ability to obtain additional funding to supplement project
operations and enable Willoughby to meet its obligations as they become due. The
financial statements do not include any adjustments that might result from the
outcome of these uncertainties. The Partnership's investment in Willoughby at
March 15, 2000 and 1999 was reduced to zero by prior years' losses and the
minority interest balance was approximately $272,000 and $274,000 respectively.
Willoughby's net loss after minority interest amounted to approximately
$204,000, $220,000 and $141,000 for the 1999, 1998 and 1997 Fiscal Years.
WALNUT PARK PLAZA ASSOCIATES
The financial statements of Walnut Park Associates ("Walnut Park") have been
prepared on a going concern basis which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. Walnut
Park has sustained recurring losses from operations. At December 31, 1999 and
1998, Walnut Park has not made certain payments required under the terms of the
Bond Indenture and, as a result, is in default. On April 11, 2000, the
Redevelopment Authority of the City of Philadelphia issued bonds (the "New
Bonds"), most of
-100-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
the proceeds of which were applied to purchase other bonds (the
"Old Bonds") held by Municipal Capital Appreciation Partners I, L.P. ("MCAP").
Both sets of bonds were secured by a mortgage on the low-income apartment
project (the "Project") owned by Walnut Park. MCAP has retained ownership of
approximately $3,000,000 of the Old Bonds, which are now secured by a second
mortgage on the Project, and which is subordinate to the $5,500,000 mortgage on
the Project which secures the New Bonds. In connection with that transaction,
the former general partner of Walnut Park, which was Whitney-Pitts, LLC,
withdrew from Walnut Park and was replaced by Walnut Park Management, Inc., a
Maryland corporation which is an affiliate of the current management agent for
the Project. In addition, Walnut Park granted MCAP an option to acquire the
Project at any time up to and including October 1, 2018. If that option is
exercised prior to October 30, 2003, the option price is set at the fair market
value of the Project. For any exercise of that option thereafter, the option
price is set at $1.00. Walnut Park's continued existence is dependent on
improving the financial operations of Walnut Park. Contingent upon the outcome
of the aforementioned item, Walnut Park may be unable to continue as a going
concern in its present form. The Partnership's investment in Walnut Park at
March 15, 2000 and March 15, 1999 was reduced to zero by prior years' losses and
the minority interest balance amounted to approximately $1,116,000 and
$1,122,000, respectively. Walnut Park's net loss after minority interest
amounted to approximately $545,000, $312,000 and $511,000 for the 1999, 1998 and
1997 Fiscal Years, respectively.
b) Subsidiary Partnership - Other
AUTUMN PARK ASSOCIATES, L.P.
Autumn Park Associates, L.P. ("Autumn Park") incurred a net loss of $185,748
during the year ended December 31, 1999, and as of that date, Autumn Park's
current liabilities exceeded its current assets by $56,741 and its total
liabilities exceeded its total assets by $40,307. These factors, as well as
uncertain conditions that Autumn Park faces regarding the deterioration and
needed repairs of the buildings, tenants' turnover and vacancies, and debt
service requirements, create uncertainty about Autumn Park's ability to continue
in existence. Autumn Park's management is developing a plan to improve tenant
selection in order to reduce turnovers and vacancies. Autumn Park's management
is also considering the possibility of refinancing the mortgage to reduce its
annual debt service obligation. The ability of Autumn Park to continue in
existence is dependent on increased cash flow from rent collections and/or
reduced debt service requirements. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts and classification of liabilities that might be necessary if Autumn Park
is unable to continue in existence.
ROBIN HOUSING ASSOCIATES
Robin Housing Associates ("Robin Housing") is a defendant in several personal
injury lawsuits. Robin Housing's insurance carrier intends to defend Robin
Housing vigorously. Management believes that the insurance coverage is adequate
to cover any liability arising from this action. Since it is too premature to
make an evaluation of the amount or range of Robin Housing's potential loss, it
is management's opinion that no accrual for potential losses is currently
warranted in the financial statements. The maximum loss which the Partnership
would be liable for is its net investment in Robin Housing amounting to
approximately $376,000. The Partnership's investment in Robin Housing was
approximately $376,000 and $453,000 at March 15, 2000 and 1999, respectively,
and the minority interest balance was approximately zero at each date. Robin
Housing's net loss after minority interest amounted to approximately $78,000,
$115,000 and $91,000 for the 1999, 1998 and 1997 Fiscal Years, respectively.
-101-
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 15, 2000
c) Lease Commitment
One of the subsidiary partnerships entered into a forty-year ground lease for
the land on which the building is built. As stipulated in the lease, the
subsidiary partnership agrees to pay all real estate taxes, license and permit
fees, among other charges that may be assessed upon the land or improvements. At
December 31, 1999, the subsidiary partnership was committed to minimum future
rentals on the noncancellable lease in the amount of $60,000 a year through
2028. The lease payments are payable from available cash and at December 31,
1999, the subsidiary partnership has accrued lease payments of $334,147.
d) Uninsured Cash and Cash Equivalents
The Partnership maintains its cash and cash equivalents in various banks.
Accounts at each bank are guaranteed by the Federal Deposit Insurance
Corporation (FDIC) up to $100,000. As of March 15, 2000, uninsured cash and cash
equivalents approximated $3,900,000.
e) Other
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally, however no more than 20%
of the properties are located in any single state. There are also substantial
risks associated with owning properties receiving government assistance, for
example the possibility that Congress may not appropriate funds to enable HUD to
make rental assistance payments. HUD also restricts annual cash distributions to
partners based on operating results and a percentage of the owners' equity
contribution. The Partnership cannot sell or substantially liquidate its
investments in subsidiary partnerships during the period that the subsidy
agreements are in existence, without HUD's approval. Furthermore, there may not
be market demand for apartments at full market rents when the rental assistance
contracts expire.
f) Tax Credits
The Partnership and BAC holders began recognizing Tax Credits with respect to
the Properties when the Credit Period for such Property commenced. Because of
the time required for the acquisition, completion and rent-up of Properties, the
amount of Tax Credits per BAC gradually increases over the first three years of
the Partnership. Tax Credits not recognized in the first three years will be
recognized in the 11th through 13th years. For the 1999, 1998 and 1997 tax
years, Tax Credits of $3,090,724, $7,723,298 and $11,058,148 were generated.
A portion of the Tax Credits could be subject to recapture in future years if
(i) a Local Partnership ceases to meet qualification requirements, or (ii) there
is a greater than one-third reduction in the Partnership's interest in a
respective Project at any time during the 15-year Compliance Period that began
with the first tax year of the Credit Period.
-102-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or officers. The Partnership's affairs are
managed and controlled by the General Partners. Certain information concerning
the directors and executive officers of Related Credit Properties, Inc., the
general partner of the Related General Partner (which, in turn, is the general
partner of Liberty Associates), who may be deemed directors or executive
officers of the Partnership is set forth below.
RELATED CREDIT PROPERTIES INC.
NAME POSITION
Stephen M. Ross Director
Alan P. Hirmes President
Stuart J. Boesky Executive Vice President
Glenn F. Hopps Treasurer
Teresa Wicelinski Secretary
STEPHEN M. ROSS, 60, is President, Director and shareholder of The Related
Realty Group, Inc., the general partner of The Related Companies, L.P. He
graduated from the University of Michigan School of Business Administration with
a Bachelor of Science degree and from Wayne State University School of Law with
a Juris Doctor degree. Mr. Ross then received a Master of Laws degree in
taxation from New York University School of Law. He joined the accounting firm
of Coopers & Lybrand in Detroit as a tax specialist and later moved to New York,
where he worked for two large Wall Street investment banking firms in their real
estate and corporate finance departments. Mr. Ross formed the predecessor of The
Related Companies, L.P. in 1972 to develop, manage, finance and acquire
subsidized and conventional apartment developments. Mr. Ross also serves on the
Board of Trustees of Charter Municipal Mortgage Acceptance Company.
ALAN P. HIRMES, 45, has been a Certified Public Accountant in New York since
1978. Prior to joining Capital in October 1983, Mr. Hirmes was employed by
Weiner & Co., Certified Public Accountants. Mr. Hirmes is also a Vice President
of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree.
STUART J. BOESKY, 44, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined
Capital. From 1983 to 1984 Mr. Boesky practiced law with the Boston law firm of
Kaye, Fialkow, Richard & Rothstein and from 1978 to 1980 was a consultant
specializing in real estate at the accounting firm of Laventhol & Horwath. Mr.
Boesky graduated from Michigan State University with a Bachelor of Arts degree
and from Wayne State School of Law with a Juris Doctor degree. He then received
a Master of Laws degree in Taxation from Boston University School of Law.
-103-
<PAGE>
GLENN F. HOPPS, 37, joined Related in December, 1990, and prior to that date was
employed by Marks Shron & Company and Weissbarth, Altman and Michaelson,
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science Degree in Accounting.
TERESA WICELINSKI, 34, joined Related in June 1992, and prior to that date was
employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.
Item 11. Executive Compensation.
The Partnership has no officers or directors. The Partnership does not pay or
accrue any fees, salaries or other forms of compensation to directors or
executive officers of the General Partners for their services. However, under
the terms of the Amended and Restated Agreement of Limited Partnership of the
Partnership, the Partnership has entered into certain arrangements with the
General Partners and their affiliates, which provide for compensation to be paid
to the General Partners and their affiliates. Such arrangements include (but are
not limited to) agreements to pay nonrecurring Acquisition Fees, a
nonaccountable Acquisition Expense allowance, a partnership management fee and
an accountable expense reimbursement. The General Partners are entitled, in the
aggregate, to 1% of all cash distributions and an additional 15% of
distributions from net sale or refinancing proceeds after the BACs holders have
received distributions of such proceeds equal to their original capital
contributions plus a 10% return thereon (to the extent not previously paid out
of cash flow). Certain directors and executive officers of the General Partners
receive compensation from the General Partners and their affiliates for services
performed for various affiliated entities which may include services performed
for the Partnership. Such compensation may be based in part of the performance
of the Partnership. See also Note 8 to the Financial Statements, which is
incorporated in this Item 11 by reference thereto.
Tabular information concerning salaries, bonuses and other types of compensation
payable to executive officers has not been included in this annual report. As
noted above, the Partnership has no executive officers. The levels of
compensation payable to the General Partners and/or their affiliates is limited
by the terms of the Partnership Agreement and may not be increased therefrom on
a discretionary basis.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
<TABLE>
<CAPTION>
Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
-------------- -------------------- -------------------- ------------
<S> <C> <C> <C>
General Partnership Related Credit $1,000 capital contribution 98%
Interest in the Properties L.P. - directly owned
Partnership 625 Madison Avenue
New York, NY 10022
General Partnership Liberty Associates III L.P. $1,000 capital contribution 2%
Interest in the 625 Madison Avenue - directly owned
Partnership New York, NY 10022
</TABLE>
Liberty Associates III L.P. holds a 1% limited partnership interest in each
Local Partnership.
-104-
<PAGE>
No person is known by the Partnership to be the beneficial owner of more than 5%
percent of the Limited Partnership Interests and/or the BACs; and none of the
General Partners nor any director or executive officer of any of the General
Partners owns any Limited Partnership Interests or BACs.
On November 25, 1997, affiliates of the Related General Partner and LGP, then
the general partners of the Partnership, entered into a Purchase Agreement
pursuant to which the Transfer was effected. In addition to the Transfer, the
Related General Partner also acquired LGP's special limited partner interest in
the Partnership and its general partner interest in Liberty Associates. Prior to
the Transfer, Liberty Associates was an affiliate of Lehman Brothers.
Item 13. Certain Relationships and Related Transactions.
The Partnership has and will continue to have certain relationships with the
General Partners and their affiliates, as discussed in Item 11 and also Note 8
to the Financial Statements in Item 8 above, which is incorporated herein by
reference thereto and as set forth above. However, there have been no direct
financial transactions between the Partnership and the directors and executive
officers of the General Partners.
-105-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
<TABLE>
<CAPTION>
Sequential
Page
------------
<S> <C>
(a) 1. Financial Statements
Independent Auditors' Report 18
Consolidated Balance Sheets at March 15, 2000 and 1999 85
Consolidated Statements of Operations for the Years Ended March 15,
2000, 1999 and 1998 86
Consolidated Statements of Changes in Partners' (Deficit) Capital for
the Years Ended March 15, 2000, 1999 and 1998 87
Consolidated Statements of Cash Flows for the Years Ended March 15,
2000, 1999 and 1998 88
Notes to Consolidated Financial Statements 90
(a) 2. FINANCIAL STATEMENT SCHEDULES
Independent Auditors' Report 111
Schedule I - Condensed Financial Information of Registrant 112
Schedule III - Real Estate and Accumulated Depreciation 115
All other schedules have been omitted because the required information
is included in the financial statements and notes thereto or they are
not applicable or not required.
(a) 3. EXHIBITS
(3A) Limited Partnership Agreement of Liberty Tax Credit Plus L.P. dated
October 9, 1987 **
(3B) Form of Amended and Restated Agreement of Partnership of Liberty
Tax Credit Plus L.P. (attached to Prospectus as Exhibit A) **
(3C) Certificate of Limited Partnership of Liberty Tax Credit Plus L.P.,
together with amendments filed September 14, 1987 and October 8, 1987
**
(10A) Form of Subscription Agreement (attached to Prospectus as Exhibit B)
**
(10B) Form of Purchase Agreement for purchase of Local Partnership Interests
**
(10C) Form of Local Partnership Agreement **
-106-
<PAGE>
** Incorporated herein as an exhibit by reference to exhibits filed with
Amendment No. 1 to Liberty Tax Credit Plus L.P.'s Registration
Statement on Form S-11, file No. 33-15479.
(21) Subsidiaries of the Registrant - the Local Partnerships set forth in
Item 2 may be considered subsidiaries of the Registrant 108
(27) Financial Data Schedule (filed herewith) 117
(b) REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter.
</TABLE>
-107-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(continued)
<TABLE>
<CAPTION>
Jurisdiction
(c) Subsidiaries of the Registrant (Exhibit 21) of Organization
------------------------------ ---------------
<S> <C>
B & C Housing Associates, L.P. OK
State Street 86 Associates, L.P. DE
Fox Glenn Investors, L.P. PA
Shiloh-Grove L.P. (Mt. Vernon) OH
Silver Blue Lake Apartments, LTD. FL
Lancaster Towers Associates, LTD. DE
West Kinney Associates, L.P. NJ
Autumn Park Associates, L.P. OR
Regent Street Associates, L.P. PA
Magnolia Arms Associates, L.P. FL
Greenleaf Associates, L.P. MS
Alameda Towers Associates, L.P. PR
Dixie Apartment Associates, LTD. FL
Ludlam Gardens Apartments, LTD. FL
Grove Parc Associates, L.P. (Woodlawn) IL
2108 Bolton Drive Associates, L.P. DE
Apple Creek Housing Associates, LTD. CO
Redwood Villa Associates CA
Charles Drew Court Associates, L.P. NJ
Walnut Park Plaza Associates, L.P. PA
Bayridge Associates, L.P. OR
United-Pennsylvanian, L.P. PA
2051 Grand Concourse Associates, L.P. NY
Concourse Artists Housing Associates, L.P. NY
Willoughby/Wycoff Housing Associates, L.P. NY
Robin Housing Associates, L.P. NY
Lund Hill Associates, L.P. DE
Tanglewood Apartments, L.P. MS
Quality Hill Historic District-Phase II-A, L.P. MS
Penn Alto Associates, L.P. PA
Sartain School Venture, L.P. PA
</TABLE>
(d) Not applicable
-108-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
LIBERTY TAX CREDIT PLUS L.P.
----------------------------
(Registrant)
By: RELATED CREDIT PROPERTIES L.P.,
a General Partner
By: Related Credit Properties Inc.,
its General Partner
Date: June 2, 2000
By: /s/ Alan P. Hirmes
----------------------
Alan P. Hirmes
President and Chief
Executive Officer
(Principal Executive and
Financial Officer)
By: LIBERTY ASSOCIATES III, L.P.,
a General Partner
By: Related Credit Properties L.P.,
its General Partner
By: Related Credit Properties Inc.,
its General Partner
Date: June 2, 2000
By: /s/ Alan P. Hirmes
----------------------
Alan P. Hirmes
President and Chief
Executive Officer
(Principal Executive and
Financial Officer)
<PAGE>
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:
<TABLE>
<CAPTION>
Signature Title Date
--------------------- ----------------------------------------------------- -------------
<S> <C> <C>
President and Chief Executive Officer, (principal
executive and financial officer) of Related Credit
Properties Inc., general partner of Related Credit
Properties L.P. (a General Partner of Registrant)
which is also the general partner of Liberty
/s/ Alan P. Hirmes Associates III, L.P.
------------------ (a General Partner of Registrant) June 2, 2000
Alan P. Hirmes
Treasurer (principal accounting officer) of Related
Credit Properties Inc., general partner of Related
Credit Properties L.P. (a General Partner of
Registrant) which is also the general partner of
/s/ Glenn F. Hopps Liberty Associates III, L.P.
------------------ (a General Partner of Registrant) June 2, 2000
Glenn F. Hopps
Director of Related Credit
Properties Inc., a general partner of
Related Credit Properties L.P.
(a General Partner of Registrant)
which is also the general partner of
/s/ Stephen M. Ross Liberty Associates III, L.P.
------------------- (a General Partner of Registrant) June 2, 2000
Stephen M. Ross
</TABLE>
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Liberty Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
In connection with our audits of the consolidated financial statements of
Liberty Tax Credit Plus L.P. and Subsidiaries included in the Form 10-K as
presented in our opinion dated June 1, 2000 on page 18 and based on the reports
of other auditors, we have also audited supporting Schedule I for the 1999, 1998
and 1997 Fiscal Years and Schedule III at March 15, 2000. In our opinion, and
based on the reports of the other auditors (certain of which were modified due
to the uncertainty of these subsidiary partnerships' abilities to continue in
existence), these consolidated schedules present fairly, when read in
conjunction with the related consolidated financial statements, the financial
data required to be set forth therein.
As discussed in Note 11(a), the consolidated financial statements include the
financial statements of three subsidiary partnerships with significant
contingencies and uncertainties regarding their continuing operations. During
the 1999 Fiscal Year, these subsidiary partnerships incurred significant
operating losses and one is in default on its mortgage obligation. These
conditions raise substantial doubt about the subsidiary partnerships' abilities
to continue as going concerns. The financial statements of these three
subsidiary partnerships were prepared assuming that each will continue as a
going concern. The three subsidiary partnerships' losses aggregated $935,034
(Fiscal 1999), $771,697 (Fiscal 1998) and $887,146 (Fiscal 1997) and their
assets aggregated $15,479,899 and $16,073,230 at March 15, 2000 and 1999,
respectively. Management's plans regarding these matters are also discussed in
Note 11(a). The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of these uncertainties.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP
New York, New York
June 1, 2000
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Summarized condensed financial information of registrant (not including
consolidated subsidiary partnerships):
LIBERTY TAX CREDIT PLUS L.P.
CONDENSED BALANCE SHEETS
ASSETS
<TABLE>
<CAPTION>
March 15,
--------------------------
2000 1999
------------ ------------
<S> <C> <C>
Cash and cash equivalents $ 3,141,017 $ 1,363,687
Investment in subsidiary partnerships 17,011,314 20,411,237
Advances to subsidiary partnership 0 944,070
Other assets 183,009 200,497
------------ ------------
Total assets $20,335,340 $22,919,491
========== ==========
<CAPTION>
LIABILITIES AND PARTNERS' EQUITY
<S> <C> <C>
Due to general partner and affiliates $ 4,606,658 $ 4,089,452
----------- -----------
Total liabilities 4,606,658 4,089,452
Partners' equity 15,728,682 18,830,039
---------- ----------
Total liabilities and partners' equity $20,335,340 $22,919,491
========== ==========
</TABLE>
Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly, partners' equity on the consolidated balance sheet will differ from
partners' equity shown above.
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
LIBERTY TAX CREDIT PLUS L.P.
CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended March 15,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ 33,327 $ 29,150 $ 1,050
---------- ---------- ----------
Expenses
Administrative and management 187,671 195,875 185,619
Administrative and management-related parties 1,321,348 1,291,615 1,257,379
----------- ----------- -----------
Total expenses 1,509,019 1,487,490 1,442,998
----------- ----------- -----------
Loss from operations (1,475,692) (1,458,340) (1,441,948)
Equity in loss of subsidiary partnerships (1,625,665) (2,599,395) (2,078,777)
---------- ---------- ----------
Net loss $(3,101,357) $(4,057,735) $(3,520,725)
========== ========== ==========
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
LIBERTY TAX CREDIT PLUS L.P.
CONDENSED STATEMENTS OF CASH FLOWS
Increase (Decrease) in Cash and Cash Equivalents
<TABLE>
<CAPTION>
Year Ended March 15,
---------------------------------------
2000 1999 1998
------------ ------------ -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(3,101,357) $(4,057,735) $(3,520,725)
---------- ---------- ----------
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in loss of subsidiary partnerships 1,625,665 2,599,395 2,078,777
Decrease in other assets 17,488 30,554 22,448
Proceeds from advances in subsidiary partnership 944,070 165,000 0
Increase (decrease) in liabilities
Due to general partners and affiliates 517,206 453,327 1,236,970
---------- ---------- ---------
Total adjustments 3,104,429 3,248,276 3,338,195
--------- --------- ---------
Net cash provided by (used in) operating activities 3,072 (809,459) (182,530)
--------- --------- ---------
Net cash provided by investing activities:
Distributions from subsidiaries 1,774,258 2,140,855 131,859
--------- --------- ----------
Net increase (decrease) in cash and cash equivalents 1,777,330 1,331,396 (50,671)
Cash and cash equivalents, beginning of year 1,363,687 32,291 82,962
--------- ---------- ----------
Cash and cash equivalents, end of year $3,141,017 $1,363,687 $ 32,291
========= ========= ==========
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 15, 2000
<TABLE>
<CAPTION>
Initial Cost Cost Gross Amount at which
to Partnership Capitalized Carried at Close of Period
---------------------- Subsequent to ---------------------------------
Subsidiary Partnership's Buildings and Acquisition: Buildings and
Residential Property Encumbrances Land Improvements Improvements Land Improvements Total
------------------------------------- ------------ ---- ------------- ------------- -------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
B & C Housing Associates, L.P.
Tulsa, OK $ 5,531,959 $727,300 $ 5,420,791 $ 2,586,371 $729,685 $ 8,004,777 $ 8,734,462
State Street 86 Associates, L.P.
Camden, NJ 7,815,454 861,947 12,460,882 415,716 864,332 12,874,213 13,738,545
Fox Glenn Investors, L.P.
Seat Pleasant, MD 5,834,354 491,209 6,548,849 479,816 493,594 7,026,280 7,519,874
Shiloh Grove L.P. (Mt Vernon)
Columbus, OH 13,021,976 764,874 16,618,743 489,506 767,259 17,105,864 17,873,123
Silver Blue Lake Apartments Ltd.
Miami, FL 3,457,500 537,204 4,755,176 55,766 539,589 4,808,557 5,348,146
Lancaster Towers Associates, Ltd.
Lancaster, NY 2,341,411 147,000 3,673,921 816,625 149,385 4,488,161 4,637,546
West Kinney Associates, L.P.
Newark, NJ 4,388,824 262,466 6,072,924 470,888 264,850 6,541,428 6,806,278
Autumn Park Associates, L.P.
Wilsonville, OR 3,869,942 369,932 2,251,887 3,564,042 938,336 5,247,525 6,185,861
Regent Street Associates, L.P.
Philadelphia, PA 4,363,075 40,000 7,387,283 234,000 42,384 7,618,899 7,661,283
Magnolia Arms Associates, Ltd.
Jacksonville, FL 6,789,128 125,000 8,165,738 637,976 127,384 8,801,330 8,928,714
Greenleaf Associates L.P.
Kansas City, MO 4,371,809 695,000 5,125,103 297,606 697,384 5,420,325 6,117,709
Alameda Towers, Associates L.P.
San Juan, PR 8,370,695 644,000 15,157,047 615,950 646,384 15,770,613 16,416,997
Dixie Apartment Associates, Ltd.
Miami, FL 925,811 194,480 1,354,562 94,397 196,864 1,446,575 1,643,439
Ludlam Gardens Apartments, Ltd.
Miami, FL 2,592,269 755,057 3,943,234 95,274 757,441 4,036,124 4,793,565
Grove Park Associates, L.P. (Woodlawn)
Chicago, IL 4,645,108 600,000 9,386,536 8,179,027 602,384 17,563,179 18,165,563
2108 Bolton Drive Associates, L.P.
Atlanta, GA 6,629,668 835,000 6,599,896 6,063,440 837,384 12,660,952 13,498,336
Apple Creek Housing Associates, Ltd.
Arvada, CO 12,055,572 618,136 10,973,665 718,645 620,520 11,689,926 12,310,446
Redwood Villa Associates
San Diego, CA 3,951,077 0 5,931,183 91,185 2,384 6,019,984 6,022,368
Charles Drew Court Associates, L.P.
Atlantic City, NJ 4,205,593 100 7,893,416 382,430 143,846 8,132,100 8,275,946
Walnut Park Plaza Associates, L.P.
Philadelphia, PA 7,470,000 454,707 7,690,675 2,441,167 457,091 10,129,458 10,586,549
Bayridge Associates, L.P.
Beaverton, OR 10,424,629 917,682 488,333 11,128,953 920,066 11,614,902 12,534,968
<CAPTION>
Life on which
Depreciation in
Year of Latest Income
Subsidiary Partnership's Accumulated Construction/ Date Statement is
Residential Property Depreciation Renovation Acquired Computed (a) (b)
------------------------------------- ------------ ------------- -------- ----------------
<S> <C> <C> <C> <C>
B & C Housing Associates, L.P.
Tulsa, OK $3,363,357 1987 Dec. 1987 27.5 years
State Street 86 Associates, L.P.
Camden, NJ 6,051,421 1987 Feb. 1988 27.5 years
Fox Glenn Investors, L.P.
Seat Pleasant, MD 3,063,316 1987 Mar. 1988 15 to 27.5 years
Shiloh Grove L.P. (Mt Vernon)
Columbus, OH 7,365,297 1987 Feb. 1988 27.5 years
Silver Blue Lake Apartments Ltd.
Miami, FL 2,075,015 1987 Feb. 1988 27.5 years
Lancaster Towers Associates, Ltd.
Lancaster, NY 1,899,201 1987 May 1988 27.5 years
West Kinney Associates, L.P.
Newark, NJ 2,673,307 1983 June 1988 27.5 years
Autumn Park Associates, L.P.
Wilsonville, OR 2,463,472 1988 June 1988 15 to 27.5 years
Regent Street Associates, L.P.
Philadelphia, PA 3,222,323 1987 June 1988 27.5 years
Magnolia Arms Associates, Ltd.
Jacksonville, FL 4,091,197 1987 July 1988 27.5 years
Greenleaf Associates L.P.
Kansas City, MO 2,694,722 1987 July 1988 27.5 years
Alameda Towers, Associates L.P.
San Juan, PR 4,280,462 1987 July 1988 40 years
Dixie Apartment Associates, Ltd.
Miami, FL 587,046 1987 July 1988 27.5 years
Ludlam Gardens Apartments, Ltd.
Miami, FL 1,663,209 1987 July 1988 27.5 years
Grove Park Associates, L.P. (Woodlawn)
Chicago, IL 7,061,940 1988 July 1988 27.5 to 31.5 years
2108 Bolton Drive Associates, L.P.
Atlanta, GA 6,016,291 1988 July 1988 15 to 27.5 years
Apple Creek Housing Associates, Ltd.
Arvada, CO 5,516,796 1988 June 1988 28 years
Redwood Villa Associates
San Diego, CA 2,433,542 1988 Sept. 1988 27.5 years
Charles Drew Court Associates, L.P.
Atlantic City, NJ 3,628,490 1987 Sept. 1988 27.5 years
Walnut Park Plaza Associates, L.P.
Philadelphia, PA 3,216,827 1988 Sept. 1988 35 years
Bayridge Associates, L.P.
Beaverton, OR 4,284,660 1988 Dec. 1988 15 to 27.5 years
</TABLE>
<PAGE>
LIBERTY TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 15, 2000
<TABLE>
<CAPTION>
Initial Cost Cost Gross Amount at which
to Partnership Capitalized Carried at Close of Period
---------------------- Subsequent to ---------------------------------
Subsidiary Partnership's Buildings and Acquisition: Buildings and
Residential Property Encumbrances Land Improvements Improvements Land Improvements Total
------------------------------------- ------------ ---- ------------- ------------- -------- ------------- -----
<S> <C> <C> <C> <C> <C> <C> <C>
United-Pennsylvanian, L.P.
Erie, PA 3,504,561 217,000 4,191,327 951,658 219,385 5,140,600 5,359,985
2051 Grand Concourse Associates, L.P.
Bronx, NY 3,885,487 31,500 5,221,117 47,691 33,885 5,266,423 5,300,308
Concourse Artists Housing
Associates, L.P.
Bronx, NY 1,546,817 5,750 16,100 2,278,151 8,135 2,291,866 2,300,001
Willoughby-Wycoff Housing
Associates, L.P.
Bronx, NY 4,188,965 17,000 47,600 6,126,180 19,386 6,171,394 6,190,780
Robin Housing
Bronx, NY 5,332,550 26,750 70,700 8,163,046 29,136 8,231,360 8,260,496
Lund Hill Associates, L.P.
Superior, WI 3,511,130 205,000 4,877,828 664,982 207,900 5,539,910 5,747,810
Tanglewood Apartments, L.P.
Joplin, MO 3,236,330 114,932 5,233,022 87,367 117,832 5,317,489 5,435,321
Quality Hill Historic District-
Phase II-A, L.P.
Kansas City, MO 3,369,418 215,181 6,403,141 217,032 267,233 6,568,121 6,835,354
Penn Alto Associates, L.P.
Altoona, PA 4,855,900 60,000 2,731,082 8,921,496 93,905 11,618,673 11,712,578
Sartain School Venture, L.P.
Philadelphia, PA 1,928,970 3,883 3,486,875 146,269 9,126 3,627,901 3,637,027
------------ ----------- ------------ ----------- ----------- ------------ ------------
$158,415,982 $10,938,090 $180,178,636 $67,462,652 $11,804,469 $246,774,909 $258,579,378
------------ ----------- ------------ ----------- ----------- ------------ ------------
------------ ----------- ------------ ----------- ----------- ------------ ------------
<CAPTION>
Life on which
Depreciation in
Year of Latest Income
Subsidiary Partnership's Accumulated Construction/ Date Statement is
Residential Property Depreciation Renovation Acquired Computed (a) (b)
------------------------------------- ------------ ------------- -------- ----------------
<S> <C> <C> <C> <C>
United-Pennsylvanian, L.P.
Erie, PA 3,117,491 1988 Dec. 1988 15 to 25 years
2051 Grand Concourse Associates, L.P.
Bronx, NY 2,143,177 1986 Nov. 1988 27.5 years
Concourse Artists Housing
Associates, L.P.
Bronx, NY 935,427 1986 Nov. 1988 27.5 years
Willoughby-Wycoff Housing
Associates, L.P.
Bronx, NY 2,508,049 1987 Nov. 1988 27.5 years
Robin Housing
Bronx, NY 3,339,763 1986 Nov. 1988 27.5 years
Lund Hill Associates, L.P.
Superior, WI 1,508,511 1988 Jan. 1989 20 to 40 years
Tanglewood Apartments, L.P.
Joplin, MO 2,209,306 1988 Oct. 1988 27.5 years
Quality Hill Historic District-
Phase II-A, L.P.
Kansas City, MO 1,736,893 1988 Mar. 1989 20 to 40 years
Penn Alto Associates, L.P.
Altoona, PA 3,797,446 1989 June 1989 27.5 years
Sartain School Venture, L.P.
Philadelphia, PA 870,759 1989 Aug. 1990 15 to 40 years
-----------
$99,818,713
-----------
-----------
</TABLE>
(a) Since all properties were acquired as operating properties, depreciation is
computed using primarily the straight line method over the estimated useful
lives determined by the Partnership date of acquisition.
(b) Furniture and fixtures, included in buildings and improvements, are
depreciated primarily by the straight line method over their estimated
useful lives ranging from 3 to 20 years.
<TABLE>
<CAPTION>
Cost of Property and Equipment Accumulated Depreciation
----------------------------------------------- ----------------------------------------------
Year Ended March 15,
----------------------------------------------------------------------------------------------------
2000 1999 1998 2000 1999 1998
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $257,331,091 $256,294,992 $254,813,961 $90,282,855 $80,873,882 $72,046,250
Additions during period:
Improvements 1,248,287 1,036,099 1,481,031
Depreciation expense 9,535,858 9,408,973 8,827,632
Reductions during period:
Dispositions 0 0 0 0 0 0
------------ ------------ ------------ ----------- ----------- -----------
Balance at end of period $258,579,378 $257,331,091 $256,294,992 $99,818,713 $90,282,855 $80,873,882
------------ ------------ ------------ ----------- ----------- -----------
------------ ------------ ------------ ----------- ----------- -----------
</TABLE>
At the time the local partnerships were acquired by Liberty Tax Credit Plus
Limited Partnership, the entire purchase price paid by Liberty Tax Credit Plus
Limited Partnership was pushed down to the local partnerships as property and
equipment with an offsetting credit to capital. Since the projects were in the
construction phase at the time of acquisition, the capital accounts were
insignificant at the time of purchase. Therefore, there are no material
differences between the original cost basis for tax and GAAP.
