June 29, 1998
Securities and Exchange Commission
Filer Support, Edgar
Operation Center, Stop 0-7
6432 General Green Way
Alexandria, VA 22312
Boston Financial Qualified Housing Tax Credits L.P. III
Form 10-K Annual Report for Year Ended March 31, 1998
File Number 01-18462
Gentlemen:
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, there is filed herewith one copy of subject report.
Very truly yours,
/s/Dianne Groark
Dianne Groark
Assistant Controller
QH310K-K
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
March 31, 1998 01-18462
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(Exact name of registrant as specified in its charter)
Delaware 04-3032106
- ---------------------- --------------------
(State of organization) (I.R.S. Employer
Identification No.)
101 Arch Street, 16th Floor
Boston, Massachusetts 02110-1106
- -------------------------------------- ----------
(Address of Principal executive office) (Zip Code)
Registrant's telephone number, including area code 617/439-3911
-----------
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
------------------- -------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
100,000
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 (Subsection 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
State the aggregate sales price of partnership units held by nonaffiliates of
the registrant.
$99,610,000 as of March 31, 1998
<PAGE>
K-29
DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE
DOCUMENT IS INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS;
(2) ANY PROXY OR INFORMATION STATEMENT; AND (3) ANY PROSPECTUS FILED
PURSUANT TO RULE 424(b) OR (c) UNDER THE SECURITIES ACT OF 1933.
Part of Report on
Form 10-K into
Which the Document
Documents incorporated by reference is Incorporated
Post-effective Amendment No. 1 to the Form S-11
Registration Statement, File # 33-24175 Part I, Item 1
Supplement No. 4 to the Prospectus, dated May 9, 1989 Part I, Item 1
Report on Form 8-K dated November 21, 1989 Part I, Item 1
Acquisition Reports Part I, Item 1
Prospectus - Sections Entitled:
"Investment Objectives and Policies -
Principal Investment Policies Part I, Item 1
"Estimated Use of Proceeds" Part III, Item 13
"Management Compensation and Fees" Part III, Item 13
"Profits and Losses for Tax Purposes, Tax
Credits and Cash Distributions" Part III, Item 13
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(a Limited Partnership)
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1998
TABLE OF CONTENTS
PART I Page No.
Item 1 Business K-3
Item 2 Properties K-7
Item 3 Legal Proceedings K-19
Item 4 Submission of Matters to a
Vote of Security Holders K-19
PART II
Item 5 Market for the Registrant's Units
and Related Security Holder Matters K-19
Item 6 Selected Financial Data K-20
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations K-21
Item 8 Financial Statements and Supplementary Data K-25
Item 9 Changes in and Disagreements with
accountants on Accounting and Financial
Disclosure K-25
PART III
Item 10 Directors and Executive Officers
of the Registrant K-25
Item 11 Management Remuneration K-27
Item 12 Security Ownership of Certain Beneficial
Owners and Management K-27
Item 13 Certain Relationships and Related
Transactions K-27
PART IV
Item 14 Exhibits, Financial Statement Schedule
and Reports on Form 8-K K-29
SIGNATURES K-31
<PAGE>
PART I
Item 1. Business
Boston Financial Qualified Housing Tax Credits L.P. III (the "Partnership") is a
limited partnership formed on August 9, 1988 under the Uniform Limited
Partnership Act of the State of Delaware. The Certificate and Agreement of
Limited Partnership ("Partnership Agreement") authorized the sale of up to
100,000 units of Limited Partnership Interest ("Units") at $1,000 per Unit,
adjusted for certain discounts. The Partnership raised $99,610,000 ("Gross
Proceeds"), net of discounts of $390,000, through the sale of 100,000 Units.
Such amounts exclude five unregistered Units previously acquired for $5,000 by
the Initial Limited Partner, which is also one of the General Partners. The
offering of Units terminated on May 30, 1989. No further sale of Units is
expected.
As described more fully under Item 7 - Management's Discussion and Analysis of
Financial Condition and Results of Operations, affiliates of the Managing
General Partner assumed the Local General Partner interest in several Local
Limited Partnerships in which the Partnership has invested: 1) BF Harbour View,
Inc. assumed the Local General Partner interest in 241 Pine Street Associates
L.P. ("241 Pine Street"); 2) BF Willow Lake, Inc. assumed the Local General
Partner interest in Willow Lake Partners II, L.P. ("Willow Lake"); 3) BF Texas
Limited Partnership was admitted as an additional Local General Partner to
thirteen Local Limited Partnerships ("Texas Partnerships") and assumed the Local
General Partner interest in the Temple Kyle, L.P., Ltd. (the "Kyle"); and 4)
Boston Financial GP-I, LLC. assumed the Local General Partner interest in
Breckenridge Creste Apartments, L.P. ("Breckenridge"). As a result, the
Partnership is deemed to have control over 241 Pine Street, Willow Lake, the
Texas Partnerships, the Kyle and Breckenridge (the "Combined Entities"), and the
accompanying financial statements are presented in combined form to conform with
the required accounting treatment under generally accepted accounting
principles. However, these changes only affect the presentation of the
Partnership's operating results, not the business of the Partnership.
Accordingly, a presentation of information about industry segments is not
applicable and would not be material to an understanding of the Partnership's
business taken as a whole. As described more fully in Item 7 - Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
Managing General Partner has transferred all of the assets of twelve Texas
Partnerships subject to their liabilities to unaffiliated entities. As of March
31, 1998, the remaining Texas Partnership is presented in combined form.
The Partnership has invested as a limited partner in fifty-five other limited
partnerships ("Local Limited Partnerships") which own and operate residential
apartment complexes ("Properties"), some of which benefit from some form of
federal, state or local assistance programs and all of which qualify for the
low-income housing tax credits ("Tax Credits") that were added to the Internal
Revenue Code by the Tax Reform Act of 1986 (the "Code"). The investment
objectives of the Partnership include the following: (i) to provide current tax
benefits in the form of Tax Credits which qualified limited partners may use to
offset their federal income tax liability; (ii) to preserve and protect the
Partnership's capital; (iii) to provide limited cash distributions from property
operations which are not expected to constitute taxable income during the
expected duration of the Partnership's operations; and (iv) to provide cash
distributions from sale or refinancing transactions. There cannot be any
assurance that the Partnership will attain any or all of these investment
objectives.
A more detailed discussion of these investment objectives, along with the risks
in achieving them, is contained in the section of the prospectus entitled
"Investment Objectives and Policies - Principal Investment Policies" which is
herein incorporated by this reference.
Table A on the following pages lists the Properties owned by Local Limited
Partnerships in which the Partnership has invested. Item 7 of this Report
contains other significant information with respect to such Local Limited
Partnerships. As required by applicable rules, the terms of the acquisition of
Local Limited Partnership interests have been described in supplements to the
Prospectus and collected in one post-effective amendment to the Registration
Statement, in another supplement to the Prospectus and in a report on Form 8-K
listed in Part IV of this Report (collectively, the "Acquisition Reports"); such
descriptions are incorporated herein by this reference.
<PAGE>
<TABLE>
<CAPTION>
TABLE A
SELECTED LOCAL LIMITED
PARTNERSHIP DATA
(Unaudited)
Properties Owned by Date
Local Limited Interest
Partnerships Location Acquired
<S> <C> <C>
West Dade Miami, FL 12/31/88
West Dade II Miami, FL 12/31/88
Regency Square *** Dayton, OH 03/13/89
Westwood Manor Flint, MI 02/21/89
Rolling Hills *** Dayton, OH 03/13/89
Boulevard Commons II Chicago, IL 04/04/89
Boulevard Commons IIA Chicago, IL 04/04/89
Fox Run Housing Victoria, TX 04/07/89
Waterfront Buffalo, NY 04/28/89
Shoreline Buffalo, NY 04/28/89
Colony Apartments* Columbia, SC 05/19/89
Admiral Court Philadelphia, PA 06/07/89
Crestwood** Bridgeport, TX 06/05/89
Elmwood Aurora, CO 05/16/89
El Jardin Davie, FL 06/14/89
Ashley Place Orlando, FL 06/23/89
Willowick** Gainesville, TX 06/30/89
Kirkendall Heights Ellsworth, KS 07/19/89
Bentley Hill Syracuse, KS 06/30/89
Columbia Townhouses Burlington, IA 07/28/89
Quartermill Richmond, VA 08/02/89
Ponca Manor Satanta, KS 07/28/89
Pearl Place Rossville, KS 07/28/89
Crown Point** Venus, TX 08/22/89
Godley Arms** Godley, TX 08/25/89
Pilot Point** Pilot Point, TX 08/22/89
Sherwood Arms** Keene, TX 08/22/89
South Holyoke Holyoke, MA 08/29/89
Walker Woods Dover, DE 08/30/89
Lakeway Colony** Lake Dallas, TX 08/30/89
One Main Place** Little Elm, TX 08/22/89
Eaglewood Covington, TN 09/06/89
Harbour View* Staten Island, NY 09/29/89
Georgetown II Georgetown, DE 09/28/89
Granite* Boston, MA 09/29/89
Garden Plain Garden Plain, KS 08/09/89
Fulton Fulton, KY 10/05/89
Lone Oak** Graham, TX 10/06/89
Hallet West** Hallettsville, TX 11/20/89
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Properties Owned by Date
Local Limited Interest
Partnerships Location Acquired
<S> <C> <C>
Glenbrook** St. Jo, TX 10/06/89
Eagles Nest** Decatur, TN 10/06/89
Billings Family Billings, MO 08/09/89
Brownsville Brownsville, TN 08/09/89
Sunnyhill Villa Wayne, NE 08/09/89
Longview Humboldt, KS 10/13/89
Horseshoe Bend Horseshoe Bend, AR 08/09/89
Briarwood II Lake Havasua, AZ 10/04/89
Quail Run** Iowa Park, TX 10/06/89
Smithville Smithville, MO 08/09/89
Aurora East Denver, CO 11/06/89
Elver Park II Madison, WI 11/09/89
Elver Park III Madison, WI 11/09/89
Tucson Trails I Madison, WI 11/22/89
Tucson Trails II Madison, WI 11/23/89
Pleasant Plaza Malden, MA 12/01/89
241 Pine Street Manchester, NH 12/04/89
Heather Oaks Oak Grove, MO 11/24/89
Riverfront Sunbury, PA 12/26/89
Susquehanna View Camp Hill, PA 12/26/89
Breckenridge* Duluth, GA 12/19/89
Wood Creek Calcium, NY 12/15/89
Willow Lake* Kansas City, MO 12/20/89
Ashton Heights Bolivar, MO 12/15/89
Fouche Valley Perryville, AR 05/01/90
Altheimer Altheimer, AR 04/18/90
Kyle Hotel Temple, TX 06/12/90
Diversey Square Chicago, IL 12/01/90
Poplar Village Cumberland, KY 12/30/90
Lexington Lexington, TN 12/29/90
</TABLE>
* The Partnership's interest in profits and losses of each Local Limited
Partnership arising from normal operations is 99% with the exception of
five Local Limited Partnerships in which the Partnership acquired a 98%
interest (Willow Lake), 98% interest (Breckenridge), 97% interest
(Granite), 49% interest (Colony Apartments) and a 48.96% interest (Harbour
View). Profits and losses arising from sale or refinancing transactions
are allocated in accordance with the respective Local Limited Partnership
Agreements.
** As of March 31, 1998, the Managing General Partner has transferred all
of the assets of twelve of the Texas Partnerships subject to their
liabilities to unaffiliated entities. The transfer of Crown Point, Godley
Arms, Glenbrook Apartments, Quail Run Apartments and Sherwood Arms
Housing, Lone Oak Apartments, Hallet West Apartments, Crestwood Place,
Eagle Nest Apartments, One Main Place, Pilot Point Apartments and Lakeway
Colony were effective February 21, 1996, February 21, 1996, June 7, 1996,
July 3, 1996, November 26, 1996, August 6, 1997, September 23, 1997,
October 28, 1997, October 28, 1997, October 28, 1997, October 28, 1997
and October 30, 1997, respectively. The Partnership plans to transfer
title to the one remaining Texas Partnership (Willowick Apartments) to
unaffiliated buyers. If negotiations continue as expected, this
transfer will occur in July 1998. In the meantime, operating deficits
continue to be funded from Partnership Reserves.
*** As of March 31, 1998, the titles of Rolling Hills and Regency Square were
transferred to the lender. The transfers were effective May 2, 1997.
<PAGE>
Although the Partnership's investments in Local Limited Partnerships are not
subject to seasonal fluctuations, the Partnership's equity in losses of Local
Limited Partnerships and rental operating revenues and expenses, to the extent
they reflect the operations of individual Properties, may vary from quarter to
quarter based upon changes in occupancy and operating expenses as a result of
seasonal factors.
With the exception of the Combined Entities, each Local Limited Partnership has,
as its general partners ("Local General Partners"), one or more individuals or
entities not affiliated with the Partnership or its General Partners. In
accordance with the partnership agreements under which such entities are
organized ("Local Limited Partnership Agreements"), the Partnership depends on
the Local General Partners for the management of each Local Limited Partnership.
As of March 31, 1998, the following Local Limited Partnerships have a common
Local General Partner or affiliated group of Local General Partners accounting
for the specified percentage of the total capital contributions in Local Limited
Partnerships: (i) Boulevard Commons II and Boulevard Commons IIA, representing
2.47%, have Carroll Properties, Inc. and Robert King as Local General Partners;
(ii) Ellsworth, Syracuse, Satanta, Rossville, Humbolt, Smithville, Brownsville,
Briarwood, Billings, Garden Plain, Wayne, Horseshoe Bend, Bolivar, Oak Grove,
Westgate and Altheimer, representing 2.39%, have The Lockwood Group as Local
General Partner; (iii) Elver Park II, Elver Park III, Tucson Trails I and Tucson
Trails II, representing 6.38%, have Gorman Associates as Local General Partner;
(iv) Riverfront Apartments and Susquehanna View, representing 6.07%, have NCHP
as Local General Partner; (v) West Dade and West Dade II, representing 6.62%,
have Romat, Inc. and Arbor, Inc., respectively, both of which have Aristedes
Martinez as principal, as Local General Partner; (vi) Elmwood and Fox Run,
representing 3.94%, have Delwood Ventures, Inc. and R.S.F. Ventures, Inc. as
Local General Partners, respectively, both of which have Raymond Baker as
principal; (vii) Eaglewood, Lexington and Fulton, representing .77%, have Tommy
Harper, Jerry Blurt and Chris Turskey as Local General Partners; and (viii)
Waterfront and Shoreline, representing 6.80%, have M.B. Associates as Local
General Partner. The Local General Partners of the remaining Local Limited
Partnerships are identified in the Acquisition Reports, which are incorporated
herein by reference.
The Properties owned by Local Limited Partnerships in which the Partnership has
invested are and will continue to be subject to competition from existing and
future properties in the same areas. The continued success of the Partnership
will depend on many factors, most of which are beyond the control of the
Partnership and which cannot be predicted at this time. Such factors include
general economic and real estate market conditions, both on a national basis and
in those areas where the Properties are located, the availability and cost of
borrowed funds, real estate tax rates, operating expenses, energy costs and
government regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Partnership, including: (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels; (ii) possible adverse changes in
general economic conditions and adverse local conditions, such as competitive
overbuilding, a decrease in employment rates or adverse changes in real estate
laws, including building codes; and (iii) the possible future adoption of rent
control legislation which would not permit increased costs to be passed on to
the tenants in the form of rent increases or which would suppress the ability of
the Local Limited Partnership to generate operating cash flow. Since most of the
Properties benefit from some form of government assistance, the Partnership is
subject to the risks inherent in that area including decreased subsidies,
difficulties in finding suitable tenants and obtaining permission for rent
increases. In addition, any Tax Credits allocated to investors with respect to a
Property are subject to recapture to the extent that the Property or any portion
thereof ceases to qualify for the Tax Credits. Other future changes in Federal
and state income tax laws affecting real estate ownership or limited
partnerships could have a material and adverse affect on the business of the
Partnership.
The Partnership is managed by Arch Street III, Inc., the Managing General
Partner of the Partnership. The other General Partner of the Partnership is Arch
Street III Limited Partnership. To economize on direct and indirect payroll
costs, the Partnership, which does not have any employees, reimburses The Boston
Financial Group Limited Partnership ("Boston Financial"), an affiliate of the
General Partners, for certain expenses and overhead costs. A complete discussion
of the management of the Partnership is set forth in Item 10 of this Report.
<PAGE>
Item 2. Properties
The Partnership owns limited partnership interests in fifty-five Local Limited
Partnerships which own and operate Properties, some of which benefit from some
form of federal, state or local assistance programs and all of which qualify for
the Tax Credits added to the Code by the Tax Reform Act of 1986. The
Partnership's ownership interest in each Local Limited Partnership is generally
99%, except for Willow Lake, Breckenridge, Granite, Colony Apartments and
Harbour View, where the Partnership's ownership interest is 98%, 98%,97%, 49%
and 48.96%, respectively.
Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency. In general, the Tax Credit runs for
ten years from the date the Property is placed in service. The required holding
period (the "Compliance Period") of the Properties is fifteen years. During
these fifteen years, the Properties must satisfy rent restrictions, tenant
income limitations and other requirements, as promulgated by the Internal
Revenue Code, in order to maintain eligibility for the Tax Credit at all times
during the Compliance Period. Once a Local Limited Partnership has become
eligible for the Tax Credits, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the
requirements.
In addition, some of the Local Limited Partnerships have obtained one or a
combination of different types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the property is located at favorable terms; and iii) loans which have repayment
terms that are based on a percentage of cash flow.
The schedules on the following pages provide certain key information on the
Local Limited Partnership interests acquired by the Partnership.
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ---------------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
West Dade LTD, A Limited Partnership
West Dade
Miami, FL 122 $1,513,936 $ 1,513,936 $ 4,069,062 Section 8 90%
West Dade LTD II, A Limited Partnership
West Dade II
Miami, FL 209 3,039,442 3,039,442 8,322,852 Section 8 95%
Westwood Manor Limited Dividend
Housing Association L.P.
Westwood Manor
Flint, MI 144 1,165,925 1,165,925 3,300,541 Section 8 94%
Rolling Hills Associates L.P. (B)
Rolling Hills
Dayton, OH
Regency Square Limited Partnership (B)
Regency Square
Dayton, OH
Shoreline Limited Partnership
Shoreline
Buffalo, NY 142 1,079,318 1,079,318 6,764,993 None 82%
Waterfront Limited Partnership
Waterfront
Buffalo, NY 472 3,597,307 3,597,307 24,198,938 None 83%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Fox Run Housing
Fox Run
Victoria, TX 150 1,605,775 1,605,775 4,119,338 Section 8 98%
Boulevard Commons Limited
Partnership II
Boulevard Commons II
Chicago, IL 61 517,175 517,175 704,976 Section 8 100%
The Colony Apartments, L.P.
A Limited Partnership
Colony Apartments
Columbia, SC 300 1,762,500 1,762,500 8,596,401 Section 8 98%
Boulevard Commons Limited
Partnership IIA
Boulevard Commons IIA
Chicago, IL 42 1,179,812 1,179,812 1,516,400 Section 8 53%
Ashley Place, LTD
A Florida Limited Partnership
Ashley Place
Orlando, FL 96 2,002,560 2,002,560 2,809,702 None 97%
Admiral Housing Limited Partnership
Admiral Court
Philadelphia, PA 46 1,900,000 1,900,000 2,551,928 Section 8 73%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Prarieland Property of Syracuse, L.P.
Bentley Hill
Syracuse, KS 8 52,150 52,150 240,939 FmHA 100%
El Jardin of Davie, Ltd.
El Jardin
Davie, FL 236 2,022,100 2,022,100 6,702,965 Section 8 95%
EDM Housing Associates LTD
A Limited Partnership
Elmwood Delmar
Aurora, CO 95 1,102,025 1,102,025 3,133,280 Section 8 92%
Bridgeport Housing Associates, LTD(A)
Crestwood
Bridgeport, TX
Willowick Housing Associates, LTD**(A)
Willowick
Gainesville, FL 60 311,761 311,761 1,150,688 FmHA 28%
Ellsworth Senior Housing, L.P.
Kirkendall Heights
Ellsworth, KS 12 69,658 69,658 328,587 FmHA 100%
Prairieland Properties of Satanta, L.P.
Ponca Manor
Satanta, KS 8 49,915 49,915 223,804 FmHA 87%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Rossville Senior Housing L.P.
Pearl Place
Rossville, KS 10 58,855 58,855 279,389 FmHA 80%
Columbia Townhouse Associates, L.P.
Columbia Townhouses
Burlington, IA 56 752,450 752,450 1,395,897 Section 8 86%
Quartermill Associates, L.P.
A Virginia Limited Partnership
Quartermill
Richmond, VA 266 7,705,500 7,705,500 7,152,267 None 100%
One Main Place Housing
Associates, LTD(A)
One Main Place
Little Elm, TX
Pilot Point Housing Associates, LTD(A)
Pilot Point
Pilot Point, TX
Sherwood Arms Housing
Associates, LTD (A)
Sherwood Arms
Keene, TX
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Crown Point Housing
Associates, LTD (A)
A Texas Limited Partnership
Crown Point
Venus, TX
Godley Arms Housing
Associates, LTD (A)
Godley Arms
Godley, TX
South Holyoke Limited Partnership
South Holyoke
Holyoke, MA 48 1,119,330 1,119,330 2,727,618 None 88%
Harbour View
A Limited Partnership
Harbour View
Staten Island, NY 122 1,350,000 1,350,000 9,549,824 None 100%
Walker Woods Partners, L.P.
Walker Woods
Dover, DE 51 1,452,380 1,452,380 2,347,633 None 90%
Boston Financial Texas Properties
Limited Partnership III(A)
Lakeway Colony
Lake Dallas, TX
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Eaglewood VIII, L.P.
A Limited Partnership
Eaglewood
Covington, TN 40 255,000 255,000 1,115,356 FmHA 100%
Georgetown Associates II, L.P.
Georgetown II
Georgetown, DE 50 1,200,000 1,200,000 1,736,325 None 94%
Blue Mountain Associates, L.P.
A Massachusetts Limited Partnership
Granite V
Boston, MA 217 5,774,113 5,774,113 9,821,059 Section 8 98%
Garden Plain Senior Apts., LTD
Garden Plain
Garden Plain, KS 12 70,030 70,030 303,429 FmHA 100%
Fulton Associates I, L.P.
A Limited Partnership
Fulton, KY 24 180,000 180,000 799,988 FmHA 96%
Lone Oak Housing Associates, LTD (A)
Lone Oak
Graham, TX
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
West Hallettsville Housing
Associates, LTD(A)
Hallet-West
Hallettsville, TX
Glenbrook Housing Associates, LTD (A)
Glenbrook
St. Jo, TX
Eagles Nest Housing
Associates, LTD(A)
Eagles Nest
Decatur, TX
Billings Family Housing, L.P.
Cedar Tree
Billings, MO 12 58,855 58,855 283,313 FmHA 100%
Brownsville Associates, L.P.
Brownsville
Brownsville, TN 28 161,665 161,665 786,207 FmHA 100%
Wayne Senior Housing, L.P.
Sunnyhill Villa
Wayne, NE 15 81,205 81,205 429,047 FmHA 100%
Longview Apartments, L.P.
Longview
Humbolt, KS 14 91,635 91,635 398,864 FmHA 50%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Horseshoe Bend Associates I, L.P.
Horseshoe Bend
Horseshoe Bend, AR 24 143,785 143,785 649,773 FmHA 100%
Briarwood Associates II, L.P.
Briarwood II
Lake Havasua, AZ 32 219,030 219,030 1,111,603 FmHA 100%
North Quail Run Housing
Associates, LTD (A)
Quail Run
Iowa Park, TX
Smithville Rural Housing
A Limited Partnership
Smithville
Smithville, MO 24 108,025 108,025 545,783 FmHA 100%
Aurora Properties, LTD.
A Limited Partnership
Aurora East Apartments
Denver, CO 125 765,000 765,000 3,990,938 Section 8 98%
Elver Park Limited Partnership II
Elver Park II
Madison, WI 56 1,246,385 1,246,385 1,692,255 None 79%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Elver Park Limited Partnership III
Elver Park III
Madison, WI 48 1,047,470 1,047,470 1,455,941 None 80%
Tuscon Trails Limited Partnership I
Tuscon Trails I
Madison, WI 48 1,047,470 1,047,470 1,422,159 None 96%
Tuscon Trails Limited Partnership II
Tuscon Trails II
Madison, WI 48 1,047,470 1,047,470 1,428,872 None 94%
Pleasant Plaza Housing L.P.
Pleasant Plaza
Malden, MA 125 3,340,138 3,340,138 12,285,989 Section 8 97%
241 Pine Street Associates, L.P.**
241 Pine Street
Manchester, NH 50 1,374,298 1,374,298 0 None 96%
Missouri Rural Housing of
Oak Grove, L.P.
Heather Oaks
Oak Grove, MO 24 118,828 118,828 562,597 FmHA 88%
Wood Creek Associates
A New York Limited Partnership
Wood Creek
Calcium, NY 104 1,850,000 1,850,000 3,276,957 None 83%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Breckenridge Creste Apartments, L.P.**
Breckenridge
Duluth, GA 164 3,520,000 3,520,000 4,765,180 None 92%
Willow Lake Partners II, L.P.**
A Limited Partnership
Willow Lake
Kansas City, MO 132 2,130,700 2,130,700 2,723,285 None 91%
Bolivar Senior Housing, L.P.
Ashton Heights
Bolivar, MO 20 95,360 95,360 467,424 FmHA 100%
Lexington Associates I L.P.
A Limited Partnership
Lexington Civic
Lexington, TN 24 95,000 95,000 817,827 FmHA 92%
Riverfront Apartments, L.P.
Riverfront
Sunbury, PA 200 1,984,908 1,984,908 7,498,417 Section 8 100%
Susquehanna View L.P.
Susquehanna View
Camp Hill, PA 201 2,194,314 2,194,314 9,051,781 Section 8 100%
Westgate Associates I, L.P.
Fouche Valley
Perryville, AR 20 131,865 131,865 639,652 FmHA 95%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Total Total Mtge. Loans
Local Limited Partnership Number Committed at Paid through Payable Occupancy at
Property Name of March March at December 31, Type of March
Property Location Apt. Units 31, 1998 31, 1998 1997 Subsidy* 31, 1998
- ----------------------------------- ------------ --------------- ------------ ---------------- ------------ ----------------
<S> <C> <C> <C> <C> <C> <C>
Altheimer Associates I, L.P.
Altheimer
Altheimer, AR 20 130,375 130,375 598,519 FmHA 90%
The Temple-Kyle L.P.**
Kyle Hotel
Temple, TX 64 1,624,100 1,624,100 1,406,251 Section 8 98%
Diversey Square Associates II
Diversey Square II
Chicago, IL 48 1,031,825 1,031,825 2,574,830 Section 8 100%
Poplar Village, LTD
Poplar Village
Cumberland, KY 36 283,945 283,945 1,202,859 None 98%
------ ------------ ------------ ---------------
4,805 68,812,668 68,812,668 178,030,502
======
Less: **Combined Entities 8,960,859 8,960,859 10,045,404
------------ ------------ ---------------
$ 59,851,809 $ 59,851,809 $ 167,985,098
============ ============ ===============
</TABLE>
*FmHA This subsidy, which is authorized under Section 515 of the Housing
Act of 1949, can be one or a combination of different types of
financing. For instance, FmHA may provide: 1) direct below-market
-rate mortgage loans for rural rental housing; 2) mortgage interest
subsidies which effectively lower the interest rate of the loan to
1%; 3) a rental assistance subsidy to tenants which allows them to
pay no more than 30% of their monthly income as rent with the balance
paid by the federal government; or 4) a combination of any of the
above.
Section 8 This subsidy, which is authorized under Section 8 of Title II of
the Housing and Community Development Act of 1974, allows qualified
low- income tenants to pay 30% of their monthly income as rent with
the balance paid by the federal government.
(A) As of March 31, 1998, the Managing General Partner has transferred
all of the assets of twelve of the Texas Partnerships subject to
their liabilities. The one remaining Texas Partnership, Willowick,
will be transferred after March 31, 1998. The twelve Texas
Partnerships had total capital contributions and mortgage payable
amounts of $1,268,737 and $5,365,807, respectively, as of the
transfer dates.
(B) As of March 31, 1998, the Managing General Partner has transferred
the title of Rolling Hills Associates, L.P. and Regency Square
Limited Partnership to the lender. These two Partnerships had total
capital contributions and mortgagee payable amounts of $5,655,000 and
$ 6,409,457, respectively, as of the transfer dates.
<PAGE>
One Local Limited Partnership, Quarter Mill Associates L.P., invested in by the
Partnership represents more than 10% of the total capital contributions to be
made to Local Limited Partnerships by the Partnership. Quarter Mill is a
266-unit construction apartment complex located in Richmond, Virginia.
Quarter Mill is financed by a combination of private and public sources. The
first mortgage is at 8.75% interest, has a 40-year term, and is insured by HUD.
The apartment project is pledged as collateral for the note. In addition to the
first mortgage, there is a subordinated nonrecourse note that is payable each
year only to the extent of 15% of the property's net cash flow, as defined by
the note agreement.
Additional information required under this item, as it pertains to the
Partnership, is contained in Items 1, 7 and 8 of this report.
Item 3. Legal Proceedings
Lone Oak Housing Associates, Ltd., as was previously reported, was the defendant
in a lawsuit in which the plaintiff had alleged negligence and deceptive Trade
Act violations. This litigation has been settled by the insurance carrier and
the case dismissed.
Willow Lake Partners II, L.P. ("Willow Lake") is the defendant in a lawsuit
relating to an earlier lawsuit involving Willow Lake. As part of the
Partnership's settlement with the former management agent, Willow Lake gave the
management agent two cash flow notes. The former management agent is now
claiming that Willow Lake has cash flow (so payments should have been made on
the notes) and it is the Partnership's position that the property is running a
deficit. On June 25, 1998, the court found for Willow Lake on summary judgement
and ruled that there has been no default on the note. This litigation is no
longer outstanding unless the former management agent decides to appeal.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Units and Related Security Holder Matters
There is no public market for the Units, and it is not expected that a public
market will develop. If a Limited Partner desires to sell Units, the buyer of
those Units will be required to comply with the minimum purchase and retention
requirements and investor suitability standards imposed by applicable federal or
state securities laws and the minimum purchase and retention requirements
imposed by the Partnership. The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers, will be subject
to negotiation by the Limited Partner seeking to sell his Units. Units will not
be redeemed or repurchased by the Partnership.
The Partnership Agreement does not impose on the Partnership or its General
Partners any obligation to obtain periodic appraisals of assets or to provide
Limited Partners with any estimates of the current value of Units.
As of June 15, 1998, there were 5,902 record holders of Units of the
Partnership.
Cash distributions, when made, are paid annually. No cash distribution was paid
in the years ended March 31, 1998, 1997 and 1996.
<PAGE>
Item 6. Selected Financial Data
The following table sets forth selected financial information regarding the
Partnership's financial position and operating results. This information should
be read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations and the Financial Statements and Notes
thereto, which are included in Items 7 and 8 of this Report.
<TABLE>
<CAPTION>
March 31, March 31, March 31, March 31, March 31,
1998 1997 1996 1995 1994
<S> <C> <C> <C> <C> <C>
Revenue (C) $ 2,733,282 $ 2,119,597 $ 2,219,261 $ 1,926,504 $ 1,200,399
Equity in losses of Local
Limited Partnerships (C) (3,287,444) (3,624,984) (4,670,063) (5,818,976) (5,887,566)
Extraordinary gain (loss) on
cancellation of indebtedness 1,868,051 (51,595) 1,279,618 - -
Per Limited Partnership Unit 18.49 (.51) 12.67 - -
Net loss (3,597,835) (7,208,441) (5,440,551) (9,002,539) (7,684,561)
Per Limited Partnership
Unit (35.62) (71.36) (53.86) (89.13) (76.08)
Partner distributions - - - - -
Cash and cash equivalents (C) 311,867 379,614 268,040 155,456 252,482
Marketable securities 275,387 331,319 158,967 2,200,946 3,279,811
Investment in Local Limited
Partnerships 20,136,185 23,983,675 30,216,554 36,694,357 43,777,721
Total Assets (A) 37,131,787 43,791,590 44,371,622 52,653,124 61,386,839
Long-term debt (C) 8,641,832 11,754,415 7,006,101 9,581,097 9,434,015
Total Liabilities (C) 12,474,903 15,393,975 9,474,777 12,090,444 11,823,888
Other Data:
Passive loss (B) (7,960,758) (10,918,014) (11,654,006) (12,660,771) (12,568,468)
Per Limited Partnership
Unit (B) (78.82) (108.09) (115.37) (125.34) (124.43)
Portfolio Income (B) 415,665 412,136 529,521 470,018 706,189
Per Limited Partnership
Unit (B) 4.12 4.08 5.24 4.65 6.99
Low-Income Housing
Tax Credits (B) 12,585,747 13,857,452 14,056,981 14,088,559 14,056,340
Per Limited Partnership
Unit (B) 123.94 136.50 138.47 138.78 138.50
Recapture of Low-Income
Housing Tax Credits (B) (3,582,142) (995,750) - - -
Per Limited Partnership
Unit (B) (35.46) (9.86) - - -
Local Limited Partnership interests
owned at end of period (D) 55 64 69 69 69
</TABLE>
(A) Total assets include the net investment in Local Limited Partnerships.
(B) Income tax information is as of December 31, the year end of the
Partnership for income tax purposes. The Low-Income Housing Tax Credit per
Limited Partnership Unit for 1997, 1996, 1995, 1994 and 1993 represents the
amount allocated to individual investors. Corporate investors were
allocated $129.80, $142.65, $144.62, $144.95 and $144.67 per Unit in 1997,
1996, 1995, 1994 and 1993, respectively.
<PAGE>
Item 6. Selected Financial Data (continued)
(C) Revenue for the years ended March 31, 1998, 1997, 1996, 1995 and
1994 includes $2,563,928, $1,909,683, $2,224,273, $1,792,997 and
$828,978, respectively, of rental and other revenues from the Combined
Entities that is included in the combined revenue on the Combined
Statement of Operations. Equity in losses of Local Limited Partnerships
in the years ended March 31, 1998, 1997, 1996, 1995 and 1994 does not
include $(931,727), $(2,633,475), $608,681, ($857,248) and ($549,275),
respectively, of income (losses) from the Combined Entities that have been
combined with the Partnership's loss on the Combined Statement of
Operations. Cash and cash equivalents for the years ended March 31,
1998, 1997, 1996, 1995 and 1994 includes $99,298, $166,606, $173,408,
$80,091 and $105,923, respectively, from the Combined Entities that is
included on the Combined Balance sheets. The total amount of long-term
debt is related to the Combined Entities. Total liabilities for the
years ended March 31, 1998, 1997, 1996, 1995 and 1994 includes
$12,068,486, $15,409,538, $10,065,592, $11,499,446 and $10,994,585,
respectively, from the Combined Entities that is included on the Combined
Balance Sheets.
(D) At March 31, 1998, the Managing General Partner has transferred the title
to the lender of Rolling Hills Associates, L.P. and Regency Square Limited
Partnership with an original cost amount of $5,655,000.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Partnership (including the Combined Entities) had a decrease in cash and
cash equivalents of $67,747 for the year ended March 31, 1998. This decrease is
attributable to cash used for operations, purchases of marketable securities and
rental property. These are partially offset by sales of marketable securities
and cash distributions received from Local Limited Partnerships.
The Managing General Partner initially designated 3% of the Gross Proceeds as
Reserves. The Reserves were established to be used for working capital of the
Partnership and contingencies related to the ownership of Local Limited
Partnership interests. The Managing General Partner may increase or decrease
such Reserves from time to time, as it deems appropriate. During the year ended
March 31, 1993, the Managing General Partner decided to increase the Reserve
level to 3.75%. Funds approximating $195,000 have been withdrawn from the
Reserves to pay legal and other costs. Additionally, professional fees
relating to various property issues totaling approximately $1,636,000 have
been paid from Reserves. This amount includes approximately $1,310,000 for the
Texas Partnerships. To date, Reserve funds in the amount of approximately
$349,000 have also been used to make additional capital contributions to two
Local Limited Partnerships, and the Partnership has paid approximately
$1,181,000 (net of paydowns) to purchase the mortgage of a Local Limited
Partnership. To date, the Partnership has used approximately $1,309,000 of
operating funds to replenish Reserves. At March 31, 1998, approximately $398,000
of cash, cash equivalents and marketable securities have been designated as
Reserves. Reserves may be used to fund Partnership operating deficits, if
the Managing General Partner deems funding appropriate. If Reserves are not
adequate to cover the Partnership's operations, the Partnership will seek
other financing sources including, but not limited to, the deferral of Asset
Management Fees paid to an affiliate of the Managing General Partner or working
with Local Limited Partnerships to increase cash distributions.
In the event a Local Limited Partnership encounters operating difficulties
requiring additional funds, the Partnership might deem it in its best interests
to provide such funds, voluntarily, in order to protect its investment. To date,
in addition to the $1,310,000 noted above, the Partnership has also advanced
approximately $638,000 to the Texas Partnerships and $662,000 to two other Local
Limited Partnerships to fund operating deficits.
Since the Partnership invests as a limited partner, the Partnership has no
contractual duty to provide additional funds to Local Limited Partnerships
beyond its specified investment. Thus, at March 31, 1998, the Partnership had no
contractual or other obligation to any Local Limited Partnership which had not
been paid or provided for.
Cash Distributions
No cash distributions were made in the three years ended March 31, 1998. As of
March 31, 1998, all required capital contributions have been made to Local
Limited Partnerships. Based on the results of 1997 operations, the Local Limited
Partnerships are not expected to distribute significant amounts of cash to the
Partnership because such amounts will be needed to fund Property operating
costs. In addition, many of the Properties benefit from some type of federal or
state subsidy and, as a consequence, are subject to restrictions on cash
distributions. Therefore, it is expected that only a limited amount of cash will
be distributed to investors from this source in the future.
Results of Operations
1998 versus 1997
For the year ended March 31, 1998, Partnership operations resulted in a net loss
of $3,597,835 as compared to a net loss of $7,208,441 for the same period in
1997. The decrease in net loss is primarily attributable to a increase in
extraordinary gain on cancellation of indebtedness, an increase in rental
revenue, a decrease in provision for valuation of real estate and a decrease in
equity in losses. These decreases in net loss are partially offset by an
increase in bad debt expense, rental operations and interest expense.
1997 versus 1996
For the year ended March 31, 1997, Partnership operations resulted in a net loss
of $7,208,441 as compared to a net loss of $5,440,551 for the year ended 1996.
The increase in net loss is primarily attributable to a decrease in
extraordinary gain on forgiveness of indebtedness and the recognition of a
provision for valuation of real estate by the Texas Partnerships. These
increases are partially offset by a decrease in equity in losses.
The decrease in equity in losses of Local Limited Partnerships is a result of a
decrease in rental operations and interest expenses at the Local Limited
Partnerships. In addition, one of the Local Limited Partnerships contributed to
a decrease in equity in losses due to a reallocation of the net loss between the
Local and General Partners in 1997.
Effect of recently issued Accounting Standard
The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income. The standard
requires that changes in comprehensive income be shown in a financial statement
that is displayed with the same prominence as other financial statements. The
standard is effective for fiscal years beginning after December 15, 1997. The
Partnership will adopt the new standard beginning in the first quarter of the
fiscal year ending March 31, 1999, but it is not expected to have a significant
effect on the Partnership's financial position or results of operations.
Low-Income Housing Tax Credits
The 1997, 1996 and 1995 Tax Credits per Unit for individuals were $123.94,
$136.50 and $138.47, respectively. The 1997, 1996 and 1995 Tax Credits per Unit
for corporations were $129.80, $142.65 and $144.62, respectively. The credits,
which have stabilized, are expected to remain stable for the next three years,
and then they are expected to decrease as certain properties reach the end of
the ten-year credit period. The transfer of ownership of the Texas Partnerships
will result in nominal recapture of tax credits since the Texas Partnerships
represent only 2% of the Partnership's tax credits.
The Tax Credits per Unit for corporate investors will be slightly higher for the
remaining years of the credit period than that for individual investors because
certain of the Properties took advantage of 1990 federal legislation that
allowed the acceleration of future tax credits to individuals in the tax year
ended December 31, 1990. For those Properties that elected to accelerate the
individual credit, the accelerated portion is being amortized over the remainder
of the credit period, thereby causing a reduction of this and future year's tax
credits passed through by those Properties. In total, both individual and
corporate investors will be allocated equal amounts of Tax Credits.
Property Discussions
Prior to the transfer of the Texas Partnerships, Limited Partnership interests
had been acquired in sixty-nine Local Limited Partnerships which own and operate
rental properties in twenty-four states. Forty-two of the properties, totaling
3,935 units, were rehabilitated, and twenty-seven properties, consisting of
1,614 units, were newly constructed. All of the properties have completed
construction or rehabilitation and initial lease-up. Many of the remaining
fifty-five Local Limited Partnerships in which the Partnership has invested have
stable operations and are operating satisfactorily.
Several properties are experiencing operating difficulties and generating cash
flow deficits due to a variety of reasons. In most cases, the Local General
Partners of these properties are funding the deficits through project expense
loans and subordinated loans or payments from escrows. In instances where the
Local General Partners' obligations to fund deficits have expired or otherwise,
the Managing General Partner is working with the Local General Partner to
increase operating income, reduce expenses or refinance the debt at lower
interest rates.
Boulevard Commons IIA, located in Chicago, Illinois, has been experiencing
operating deficits. Expenses have been increasing due to increasing maintenance
and capital needs, security issues and high turnover at the property. The Local
General Partner is requesting that the Managing General Partner assist in
funding capital improvements. The Managing General Partner is reviewing this
request and has requested that the Local General Partner provide a workout plan
detailing where and how these funds will be used. In addition, the Managing
General Partner is working with the Local General Partner to restructure the
current debt. Negotiations between the Managing General Partner and Local
General Partner are ongoing.
As previously reported, Harbour View, located in Staten Island, New York, had
defaulted on its HUD-insured loan. Subsequently, the lender assigned the loan to
HUD. In December 1996, the property's mortgage was sold at auction to an
unaffiliated institutional buyer. The Managing General Partner and Local General
Partner continue to participate in discussions with the new lender. The
Partnership's ability to retain its interest in the property will depend on the
ability of the Local General Partner or Partnership affiliates to purchase the
mortgage or negotiate a satisfactory workout agreement with the new lender. The
Partnership's carrying value of this investment for financial reporting purposes
is zero. Occupancy for this property as of 12/31/97 was 99%.
A refinancing application was submitted for Kyle Hotel, located in Temple,
Texas, in December 1997. The potential lender needs to approve several issues
before the application will be approved. The Managing General Partner will be
monitoring progress.
As previously reported, operations had been improving at Pleasant Plaza, located
in Malden, Massachusetts, as a result of the 1995 SHARP subsidy restructuring.
The SHARP mortgage subsidy has been an important part of the property's annual
income. However, effective October 1, 1997, the Massachusetts Housing Finance
Agency (MHFA), which provided the SHARP subsidies, withdrew future SHARP
mortgage subsidies from its portfolio of 77 SHARP subsidized properties. The
Managing General Partner joined a group of interested parties and is working
with MHFA to find a solution to the problems that will occur as a result of
withdrawn subsidies. Given the dependence on the mortgage subsidy, it is
possible that the property will default on its mortgage obligation. It is
possible that fund reserves will be used to support the property until these
issues can be resolved. The Local General Partner is in negotiations with the
MHFA to fund debt service deficits that had been covered by the SHARP mortgage
subsidies and avoid a default on its mortgage. The Local General Partner
believes it will cover the SHARP subsidy gap by increasing rents and some cost
containments. In the meantime, the Local General Partner has negotiated a 1998
budget with the MHFA. However, further negotiations to resolve these issues with
the MHFA are expected in the first half of 1998. As we previously reported, the
Local General Partner was seeking bankruptcy protection. His reorganization plan
was approved in September 1997. The plan will not materially affect property
operations or the Local General Partner's interest in the Partnership.
Another property affected by the withdrawal of the SHARP subsidies is South
Holyoke, located in Holyoke, Massachusetts. As previously reported, this
property continues to experience occupancy problems resulting from increased
market competition and local economic conditions. The management agent, which is
currently funding the deficits, is trying to address these problems through a
combination of increased advertising, community outreach and tighter expense
monitoring.
Waterfront and Shoreline, both located in Buffalo, New York, continue to have
operating deficits as a result of a soft rental market, deferred maintenance and
security issues. As previously reported, the Managing General Partner and Local
General Partner have successfully negotiated a Drug Elimination Grant (NOFA) for
Shoreline. The grant should be funded during 1998 and will be used to support
drug prevention, educational programs and increase security on the property.
Waterfront was turned down for the NOFA grant, however, they will reapply next
year. For both Waterfront and Shoreline, the Management Agent has applied for
consideration for a Project Improvement Program (PIP) and applied for a Safe
Neighborhood Grant. At this point, deficits continue to be funded by the
management agent. As noted previously, the viability of the properties depends
upon funding deficits until receipt of the grants. Both properties currently
carry cash flow mortgages with New York State. The Managing General Partner is
closely monitoring operations.
As previously reported, Breckenridge Creste. located in Duluth, Georgia has been
operating below breakeven as a result of increased vacancy, a weak rental market
and deferred maintenance issues. A capital improvement plan has been
implemented to improve curb appeal of the property. The capital improvements
completed to date include exterior painting, exterior wood trim replacement,
landscaping, laundry room decorating and improvements, pool repairs, gutter
installation, interior unit rehab, carpet, vinyl floor and appliance re-
placements. A special reserve account was set up at the property level to hold
funds for capital improvements and operating deficits. Expenditures from these
funds are carefully monitored by property management and the Managing General
Partner.
Willow Lake, located in Kansas, is experiencing operating difficulties due to
soft rental market conditions. As previously reported, The Managing General
Partner had negotiated a workout in 1994. The two year extension to this workout
will expire on June 30, 1998 and a new three year extension has been negotiated
and will expire on May 31, 2001. The Managing General Partner is working with
the Local General Partner to negotiate permanent debt service relief, increase
rents and monitor property expenses.
As previously reported, the Managing General Partner transferred all of the
assets of five of the Texas Partnerships, subject to their liabilities, to
unaffiliated entities in 1996. In 1997, The Managing General Partner transferred
all of the assets of seven more of the Texas Partnerships, subject to their
liabilities, to unaffiliated entities. Negotiations between the Managing General
Partner, the Lender and prospective buyer for the remaining property, Willowick,
are continuing and a transfer is expected in early July 1998. In the meantime,
operating deficits continue to be funded from Partnership Reserves. For tax
purposes, these events will result in both Section 1231 gain and cancellation of
indebtedness income. In addition, the transfer of ownership will result in a
nominal amount of recapture of tax credits because the Texas Partnerships
represent only 2% of the Partnership's tax credits.
As previously discussed, the titles to both Regency and Rolling Hills in Dayton,
Ohio were transferred to the bank on May 2, 1997 after prolonged operating
difficulties resulting from low occupancy, capital rehabilitation needs and a
depressed local economy. The Local General Partner and Managing General Partner
were involved in lengthy workout negotiations with HUD, but ultimately the
mortgages for these properties were sold to a bank in HUD's August 1996
non-performing loan auction. Although negotiations continued with the bank in an
attempt to prevent foreclosure, a workout was not achieved, and the foreclosures
occurred. This transfer of title resulted in a recapture tax in 1997 and the
allocation of taxable income which was reported on the investors' 1997 K-1.
In accordance with Financial Accounting Standard No. 121, "Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of",
which is effective for fiscal years beginning after December 15, 1995, the
Partnership has implemented policies and practices for assessing impairment of
its real estate assets and investments in local limited partnerships. Each asset
is analyzed by real estate experts to determine if an impairment indicator
exists. If so, the current value is compared to the fair value and if there is a
significant impairment in value, a provision to write down the asset to fair
value will be charged against income.
Inflation and Other Economic Factors
Inflation had no material impact on the Partnerships operations or financial
condition for the years ended March 31, 1998, 1997 and 1996.
As some Properties benefit from some form of government assistance, the
Partnership is subject to the risks inherent in that area including decreased
subsidies, difficulties in finding suitable tenants and obtaining permission for
rent increases. In addition, the Tax Credits allocated to investors with respect
to a Property are subject to recapture to the extent that a Property or any
portion thereof ceases to qualify for Tax Credits.
Some of the properties listed in this report are located in areas suffering from
poor economic conditions. Such conditions could have an adverse effect on the
rent or occupancy levels at such Properties. Nevertheless, the Managing General
Partner believes that the generally high demand for below market rate housing
will tend to negate such factors. However, no assurance can be given in this
regard.
Item 8. Financial Statements and Supplementary Data
Information required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.
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 Managing General Partner of the Partnership is Arch Street III, Inc., a
Massachusetts corporation (the "Managing General Partner" or "Arch Street III,
Inc."), an affiliate of The Boston Financial Group Limited Partnership ("Boston
Financial"), a Massachusetts limited partnership. George Fantini, Jr., a Vice
President of the Managing General Partner, resigned his position effective June
30, 1995. Donna Gibson, a Vice President of the Managing General Partner,
resigned from her position on September 13, 1996. Georgia Murray resigned as
Managing Director, Treasurer and Chief Financial Officer of the General Partner
on May 25, 1997. Fred N. Pratt, Jr. resigned as Managing Director of the General
Partner on May 28, 1997. William E. Haynsworth resigned as a Managing Director
and Chief Operating Officer of the General Partner on March 23, 1998.
The Managing General Partner was incorporated in August 1988. Randolph G.
Hawthorne is the Chief Operating Officer of the Managing General Partner and had
the primary responsibility for evaluating, selecting and negotiating investments
for the Partnership. The Investment Committee of the Managing General Partner
approved all investments. The names and positions of the principal officers and
the directors of the Managing General Partner are set forth below.
Name Position
Jenny Netzer Managing Director and President
Michael H. Gladstone Managing Director, Vice President and Clerk
Randolph G. Hawthorne Managing Director, Vice President and
Chief Operating Officer
James D. Hart Chief Financial Officer and Treasurer
Paul F. Coughlan Vice President
Peter G. Fallon, Jr. Vice President
William E. Haynsworth Vice President
The other General Partner of the Partnership is Arch Street III Limited
Partnership, a Massachusetts limited partnership ("Arch Street III L.P.") that
was organized in August 1988. The General Partner of Arch Street III L.P. is
Arch Street III, Inc.
The Managing General Partner provides day-to-day management of the Partnership.
Compensation is discussed in Item 11 of this report. Such day-to-day management
does not include the management of the Properties.
The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.
Jenny Netzer, age 42, graduated from Harvard University (B.A., 1976) and
received a Master's in Public Policy from Harvard's Kennedy School of Government
in 1982. She joined Boston Financial in 1987 and is a Senior Vice President
leading the Institutional Tax Credit Team. She is also a member of the Senior
Leadership Team. Previously, Ms. Netzer led Boston Financial's new business
initiatives and managed the firm's Asset Management division, which is
responsible for the performance of 750 properties and providing service to
35,000 investors. Before joining Boston Financial, she was Deputy Budget
Director for the Commonwealth of Massachusetts, where she was responsible for
the Commonwealth's health care and public pension programs' budgets. Ms. Netzer
was also Assistant Controller at Yale University and has been a member of the
Watertown Zoning Board of Appeals.
Michael H. Gladstone, age 41, graduated from Emory University (B.A. 1978) and
Cornell University (J.D., MBA 1982). He joined Boston Financial in 1985, and
currently serves as Vice President and as the company's General Counsel. Prior
to joining Boston Financial, Mr. Gladstone was associated with the law firm of
Herrick & Smith. Mr. Gladstone is a member of the National Realty Committee and
has served on the advisory board to the Housing and Development Reporter, a
national publication on housing issues.
Randolph G. Hawthorne, age 48, is a graduate of Massachusetts Institute of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A., 1973).
He has been associated with Boston Financial since 1973 and has served as the
Treasurer of Boston Financial. Currently a Senior Vice President of the firm,
Mr. Hawthorne's primary responsibility is structuring and acquiring real estate
investments. Mr. Hawthorne is Past Chairman of the Board of the National Multi
Housing Council, having served on the board since 1989. He is a past president
of the National Housing and Rehabilitation Association, is a member of the
Residential Development Council of the Urban Land Institute, as well as a member
of the Advisory Board of the Berkeley Real Estate Center at the University of
California. In addition to speaking at industry conferences, he is on the
Editorial Advisory Boards of the Tax Credit Advisor and Multi-Housing News.
James D. Hart, age 40, earned his Bachelor of Arts degree from Trinity College
and his Masters of Business Administration from the AmosTuck School at Dartmouth
College. Mr. Hart serves as Chief Financial Officer and is a member of the
Senior Leadership Team. Prior to joining Boston Financial, Mr. Hart was engaged
in venture capital management on behalf of institutional investors, including
the negotiation and structuring of private equity and mezzanine transactions as
a Vice President of Interfid Ltd., and later in the operational management of a
venture-backed software company, as Managing Director and Chief Financial
Officer of Bitstream Inc. Mr. Hart has also served on the Board of Directors of
several investee companies, including those that went on to complete initial
public offerings.
Paul F. Coughlan, age 54, is a graduate of Brown University (B.A., 1965) and
served in the United States Navy before entering the securities business in
1969. He was employed as an Account Executive by Bache & Company until 1972, and
then by Reynolds Securities Inc. He joined Boston Financial in 1975 and is
currently a Senior Vice President on the Institutional Tax Credit Team.
Peter G. Fallon, Jr., age 59, graduated from the College of the Holy Cross
(B.S., 1960) and Babson College (M.B.A., 1965). He joined Boston Financial in
1970, shortly after its formation, to raise capital for the firm's investments.
He is currently a Senior Vice President and a member of the Institutional Tax
Credits Team with responsibility for marketing institutional investments.
Previously, he has served as president of BFG Securities, as a director of
Boston Financial, and as marketing director for public and corporate funds. Mr.
Fallon has also served as Chairman of the Board of Directors for Boston College
High School as well as a director of a local bank.
William E. Haynsworth, age 58, is a graduate of Dartmouth College (B.A., 1961)
and Harvard Law School (L.L.B., 1964; L.L.M., 1969). Prior to joining Boston
Financial in 1977, Mr. Haynsworth was Acting Executive Director and General
Counsel of the Massachusetts Housing Finance Agency. He was also the Director of
Non-Residential Development of the Boston Redevelopment Authority and an
associate of the law firm of Goodwin, Procter & Hoar. Appointed Senior Vice
President in 1986, Mr. Haynsworth brings over 25 years of experience structuring
real estate investments. Mr. Haynsworth is a member of the Executive Committee
and the Board of Directors of the Affordable Housing Tax Credit Coalition. He is
a member of the Senior Leadership Team, the firm's Executive Committee and the
Board of Directors of Boston Financial.
Item 11. Management Remuneration
Neither the directors or officers of Arch Street III, Inc., the partners of Arch
Street III L.P. nor any other individual with significant involvement in the
business of the Partnership receives any current or proposed remuneration from
the Partnership.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 31, 1998, the following is the only entity known to the Partnership
to be the beneficial owner of more than 5% of the total number of Units
outstanding:
Amount
Title of Name and Address of Beneficially Percent
Class Beneficial Owner Owned of Class
Limited AMP, Incorporated 10,000 Units 10%
Partner P.O. Box 3608
Harrisburg, PA
The equity securities registered by the Partnership under Section 12(g) of the
Act consist of 100,000 Units, all of which have been sold to the public as of
March 31, 1998. Holders of Units are permitted to vote on matters affecting the
Partnership only in certain unusual circumstances and do not generally have the
right to vote on the operation or management of the Partnership.
As of March 31, 1998, Arch Street III L.P. owns five (unregistered) Units not
included in the 100,000 units sold to the public.
Except as described in the preceding paragraph, neither Arch Street III, Inc.,
Arch Street III L.P., Boston Financial nor any of their executive officers,
directors, partners or affiliates is the beneficial owner of any Units. None of
the foregoing persons possesses a right to acquire beneficial ownership of
Units.
The Partnership does not know of any existing arrangement that might at a later
date result in a change in control of the Partnership.
Item 13. Certain Relationships and Related Transactions
Information required under this Item is contained in Note 5 to the Combined
Financial Statements presented in Item 14.
The Partnership was required to pay certain fees to and reimburse certain
expenses of the Managing General Partner or its affiliates (including Boston
Financial) in connection with the organization of the Partnership and the
offering of Units. The Partnership was also required to pay certain fees to and
reimburse certain expenses of the Managing General Partner or its affiliates
(including Boston Financial) in connection with the administration of the
Partnership and its acquisition and disposition of investments in Local Limited
Partnerships. In addition, the General Partners are entitled to certain
Partnership distributions under the terms of the Partnership Agreement. Also, an
affiliate of the General Partners will receive up to $10,000 from the sale or
refinancing proceeds of each Local Limited Partnership, if it is still a limited
partner at the time of such transaction. All such fees and distributions are
more fully described in the sections entitled "Estimated Use of Proceeds",
"Management Compensation and Fees" and "Profits and Losses for Tax Purposes, Tax
Credits and Cash Distributions" of the Prospectus. Such sections are
incorporated herein by reference. In addition, Boston Financial Property
Management ("BFPM"), an affiliate of the Managing General Partner, serves as
property management agent for Harbour View, Willow Lake, The Texas Partnerships,
The Kyle and Breckenridge.
The Partnership is permitted to enter into transactions involving affiliates of
the Managing General Partner, subject to certain limitations established in the
Partnership Agreement.
Information regarding the fees paid and expense reimbursements made in the three
years ending March 31, 1998 is presented below.
Organizational fees and expenses
In accordance with the Partnership Agreement, Boston Financial is to be
reimbursed by the Partnership for organizational, offering and selling expenses
advanced on behalf of the Partnership by Boston Financial or its affiliates and
for salaries and direct expenses of certain employees of the Managing General
Partner and its affiliates in connection with the registration and organization
of the Partnership. Such expenses include printing expenses and legal,
accounting, escrow agent and depository fees and expenses. Such expenses also
include a non-accountable expense allowance for marketing expenses equal to 1%
of gross offering proceeds. $11,832,395 of organization fees and expenses and
selling expenses incurred on behalf of the Partnership were paid and reimbursed
to an affiliate of the Managing General Partner. Total organization and offering
expenses did not exceed 5.5% of the gross offering proceeds.
There were no organization fees and offering expenses paid in the three years
ended March 31, 1998.
Acquisition fees and expenses
In accordance with the Partnership Agreement, the Partnership is required to pay
acquisition fees to and reimburse acquisition expenses of the Managing General
Partner or its affiliates for selecting, evaluating, structuring, negotiating
and closing the Partnership's investments in Local Limited Partnerships.
Acquisition fees totaled 7.5% of the gross offering proceeds. Acquisition
expenses, which include such expenses as legal fees and expenses, travel and
communications expenses, costs of appraisals, accounting fees and expenses did
not exceed 2% of the gross offering proceeds. Acquisition fees totaling
$7,500,000 for the closing of the Partnership's Local Limited Partnership
Investments have been paid to an affiliate of the Managing General Partner.
Acquisition expenses totaling $1,587,834 were incurred and have been reimbursed
to an affiliate of the Managing General Partner. In accordance with the
Partnership Agreement, 15% of the acquisition fees payable to an affiliate of
the Managing General Partner is the "Deferred Acquisition Fees". The Deferred
Acquisition Fees have been deposited in an interest bearing account and are paid
annually, with interest, at the rate of 10% per year over 10 years. Installments
began on the second anniversary of the Prospectus, November 23, 1990. As of
March 31, 1998 and 1997, deferred acquisition fees payable amounted to $225,000
and $337,500, respectively.
Payments made and expenses reimbursed in each of the three years ended March 31,
1998 are as follows:
1998 1997 1996
---------- ---------- ----------
Acquisition fees and expenses $ - $ - $ -
Deferred acquisition fees $ 112,500 $ 112,500 $ 112,506
Asset Management Fees
In accordance with the Partnership Agreement, an affiliate of the Managing
General Partner is paid an annual fee for services in connection with the
administration of the affairs of the Partnership. The affiliate currently
receives $6,977 (as adjusted by the CPI factor) per Local Limited Partnership
annually as the Asset Management Fee.
Asset Management Fees incurred in each of the three years ended March 31, 1998
are as follows:
1998 1997 1996
-------------- -------------- ----------
Asset management fees $ 423,223 $ 450,678 $ 447,110
Property Management Fees
Boston Financial Property Management ("BFPM"), an affiliate of the Managing
General Partner, currently manages Harbour View, a property in which the
Partnership has invested. Included in operating expenses in the summarized
income statements in Note 4 to the Combined Financial Statements is $52,220,
$51,956 and $46,915 of fees earned by BFPM during 1997, 1996 and 1995,
respectively.
On April 2, 1993, BFPM became the management agent of Willow Lake. In August of
1993, BFPM became the management agent for the Texas Partnerships. On September
29, 1995, BFPM became the management agent of The Kyle. On August 20, 1996, BFPM
became the management agent of Breckenridge. Fees charged in each of the three
years ended December 31, 1997 are as follows:
1997 1996 1995
----------- ---------- --------
Property management fees $ 104,878 $ 135,472 $ 70,315
Salaries and benefits expense reimbursements
An affiliate of the Managing General Partner is reimbursed for the cost of the
Partnership's salaries and benefits expenses. The reimbursements are based upon
the size and complexity of the Partnership's operations. Reimbursements made in
each of the three years ended March 31, 1998 are as follows:
1998 1997 1996
---------- ---------- -------
Salaries and benefits expense
reimbursements $ 180,970 $ 170,961 $ 182,482
Cash distributions paid to the General Partners
In accordance with the Partnership Agreement, the General Partners of the
Partnership, Arch Street III, Inc. and Arch Street III Limited Partnership,
receive 1% of cash distributions made to partners. No cash distributions were
made to the General Partners in any of the three years ended March 31, 1998.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) and (a) (2) Documents filed as a part of this Report.
In response to this portion of Item 14, the combined financial statements,
financial statement schedule and the auditors' report relating thereto are
submitted as a separate section of this Report. See Index to the Combined
Financial Statements and Schedules on page F-1 hereof.
The reports of auditors of the Local Limited Partnership relating to the audits
of the financial statements of such Local Limited Partnerships appear in Exhibit
(28)(1) of this report.
Other schedules have been omitted as they are either not required or the
information required to be presented therein is available elsewhere in the
combined financial statements or the accompanying notes and schedules.
(a)(3) See Exhibit Index contained herein.
(a)(3)(b) Reports on Form 8-K
No reports on form 8-K were filed during the year ended March 31,
1998.
(a)(3)(c) Exhibits
Number and Description in Accordance with
Item 601 of Regulation S-K
27. Financial Data Schedule
28. Additional Exhibits
(a) Reports of Other Independent Auditors
(b) Audited financial statements of Local Limited Partnerships
None
(a)(3)(d) None
<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.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
By: Arch Street III, Inc.
its Managing General Partner
By: /s/Randolph G. Hawthorne Date: 6/29/98
Randolph G. Hawthorne,
Managing Director, Vice President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Managing General
Partner of the Partnership and in the capacities and on the dates indicated:
By: /s/Randolph G. Hawthorne Date: 6/29/98
Randolph G. Hawthorne,
Managing Director, Vice President and
Chief Operating Officer
By: /s/Michael H. Gladstone Date: 6/29/98
Michael H. Gladstone
A Managing Director
<PAGE>
Item 8. Financial Statements and Supplementary Data
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Annual Report on Form 10-K for the Year Ended March 31, 1998
Index
Page No.
------------
Report of Independent Accountants F-2
Financial Statements
Combined Balance Sheets - March 31, 1998 and 1997 F-3
Combined Statements of Operations - For the Years Ended
March 31, 1998, 1997 and 1996 F-4
Statements of Changes in Partners' Equity
(Deficiency) - For the Years Ended March 31, 1998,
1997 and 1996 F-5
Combined Statements of Cash Flows - For the Years Ended
March 31, 1998, 1997 and 1996 F-6
Notes to the Combined Financial Statements F-8
Financial Statement Schedule:
Schedule III - Real Estate and Accumulated Depreciation F-25
Other schedules have been omitted as they are either not required or the
information required to be presented therein is available elsewhere in the
financial statements and the accompanying notes and schedules.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Boston Financial Qualified Housing Tax Credits L.P. III
(A Limited Partnership):
We have audited the combined balance sheets of Boston Financial Qualified
Housing Tax Credits L.P. III (A Limited Partnership) ("BFQHIII") as of March 31,
1998 and 1997 and the related combined statements of operations, changes in
partners' equity, and cash flows and the financial statement schedule listed in
Item 14(a) of this Report on Form 10-K, for the each of the three years in the
period ended March 31, 1998. These financial statements and financial statement
schedule are the responsibility of BFQHIII's management. Our responsibility is
to express an opinion on these financial statements and financial statement
schedules based on our audits. As of March 31, 1998 and 1997, 82% and 72% of
total assets, and for the years ended March 31, 1998, 1997 and 1996, 100%,
53% and 88% of net loss, reflected in the combined financial statements of
BFQHIII, relate to Local Limited Partnerships for which we did not audit the
financial statements. The financial statements of these Local Limited
Partnerships were audited by other auditors whose reports have been furnished to
us, and our opinion, insofar as it relates to those investments in Local Limited
Partnerships, is based solely upon the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the combined financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the combined financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits and the reports of other
auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
combined financial statements referred to above present fairly, in all material
respects, the financial position of BFQHIII as of March 31, 1998 and 1997, and
the results of its operations and its cash flows for each of the three years in
the period ended March 31, 1998, in conformity with generally accepted
accounting principles. In addition, in our opinion the financial statement
schedule referred to above, when considered in relation to the basic combined
financial statements taken as a whole, presents fairly, in all material
respects, the information required to be included therein.
/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 26, 1998
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
COMBINED BALANCE SHEETS - MARCH 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
------------- --------
<S> <C> <C>
Assets
Cash and cash equivalents $ 311,867 $ 379,614
Marketable securities, at fair value (Note 3) 275,387 331,319
Investments in Local Limited Partnerships, net
of reserve for valuation of $1,635,000
in 1998 and 1997 (Note 4) 20,136,185 23,983,675
Accounts receivable, net 90,467 175,669
Interest receivable 13,298 17,607
Prepaid expenses 25,247 40,019
Tenant security deposits 68,292 66,439
Replacement reserves 194,671 210,045
Rental property at cost, net of accumulated
depreciation and reserve for valuation (Note 6) 15,451,119 17,884,234
Deferred acquisition fees escrow (Note 5) 225,000 337,500
Deferred expenses, net of $104,360 and $111,038
accumulated amortization in 1998 and 1997 209,127 235,339
Other assets 131,127 130,130
------------- ------------
Total Assets $ 37,131,787 $43,791,590
============= ===========
Liabilities and Partners' Equity
Accounts payable to affiliates (Note 5) $ 1,702,519 $ 1,193,182
Accounts payable and accrued expenses 484,817 611,515
Interest payable 312,091 377,295
Note payable - affiliate (Note 5) 514,968 514,968
Security deposits payable 70,630 82,054
Due to affiliate (Note 8) 323,046 323,046
Deferred acquisition fees payable (Note 5) 225,000 337,500
General partner advances (Note 9) 200,000 200,000
Mortgage notes payable (Note 7) 8,641,832 11,754,415
------------- ------------
Total Liabilities 12,474,903 15,393,975
------------- ------------
Minority interest in Local Limited Partnerships 907,515 1,053,122
------------- ------------
General, Initial and Investor Limited Partners' Equity 23,748,605 27,346,440
Net unrealized gains (losses) on marketable securities 764 (1,947)
------------- ------------
Total Partners' Equity 23,749,369 27,344,493
------------- ------------
Total Liabilities and Partners' Equity $ 37,131,787 $43,791,590
============= ===========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
COMBINED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
----------- ------------ -------
<S> <C> <C>
Revenue:
Rental $ 2,470,887 $ 1,764,258 $ 1,982,497
Investment 40,340 82,660 85,858
Other 222,055 272,679 150,906
------------ ------------ -----------
Total Revenue 2,733,282 2,119,597 2,219,261
------------ ------------ -----------
Expenses:
Asset management fees, related party (Note 5) 423,223 450,678 447,110
General and administrative (includes reimbursements
to affiliates of $180,970, $170,961, and $182,482,
respectively) (Note 5) 493,519 611,810 841,989
Bad debt expense 394,319 8,665 54,351
Property management fees (Note 5) 179,980 150,304 84,715
Rental operations, exclusive of depreciation 1,725,621 1,387,909 1,488,464
Interest expense (Notes 7 and 9) 884,758 532,518 593,447
Provision for valuation of real estate - 1,748,708 -
Depreciation 767,716 605,671 573,735
Amortization 177,617 182,875 179,003
------------ ------------ -----------
Total Expenses 5,046,753 5,679,138 4,262,814
------------ ------------ -----------
Loss before equity in losses of Local Limited Partnerships, minority interest,
loss on liquidation of interest in Local Limited Partnerships
and extraordinary item (2,313,471) (3,559,541) (2,043,553)
Equity in losses of Local Limited
Partnerships (Note 4) (3,287,444) (3,624,984) (4,670,063)
Minority interest in (income) losses of
Local Limited Partnerships 153,280 27,679 (6,553)
Loss on liquidation of interests
in Local Limited Partnerships (Note 10) (18,251) - -
------------ ------------ -----------
Net Loss before extraordinary item (5,465,886) (7,156,846) (6,720,169)
Extraordinary gain (loss) on cancellation
of indebtedness (Note 10 and 12) 1,868,051 (51,595) 1,279,618
------------ ------------ ------------
Net Loss $ (3,597,835) $(7,208,441) $(5,440,551)
============ =========== ===========
Net Loss Allocated:
To General Partners $ (35,978) $ (72,084) $ (54,406)
To Limited Partners (3,561,857) (7,136,357) (5,386,145)
------------ ------------ ------------
$ (3,597,835) $(7,208,441) $(5,440,551)
============ =========== ===========
Net Loss before extraordinary item
per Limited Partnership Unit (100,000 Units) $ (54.11) $ (70.85) $ (66.53)
============ ============ ============
Extraordinary item per Limited
Partnership Unit (100,000 Units) $ 18.49 $ (.51) $ 12.67
============= ============ =============
Net loss per Limited Partnership Unit (100,000 Units) $ (35.62) $ (71.36 ) $ (53.86)
================ ========== ==========
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
Net
Initial Investor Unrealized
General Limited Limited Gains
Partners Partners Partners (Losses) Total
<S> <C> <C> <C> <C> <C>
Balance at March 31, 1995 $ (475,891) $ 5,000 $40,466,323 $ (35,145) $39,960,287
Net change in unrealized losses
on marketable securities
available for sale - - - 35,157 35,157
Net Loss (54,406) - (5,386,145) - (5,440,551)
---------- ------- ------------ -------- ------------
Balance at March 31, 1996 (530,297) 5,000 35,080,178 12 34,554,893
Net change in unrealized gains
on marketable securities
available for sale - - - (1,959) (1,959)
Net Loss (72,084) - (7,136,357) - (7,208,441)
---------- ------- ------------ -------- ------------
Balance at March 31, 1997 (602,381) 5,000 27,943,821 (1,947) 27,344,493
Net change in unrealized losses
on marketable securities
available for sale - - - 2,711 2,711
Net Loss (35,978) - (3,561,857) - (3,597,835)
---------- ------- ------------ -------- ------------
Balance at March 31, 1998 $ (638,359) $ 5,000 $ 24,381,964 $ 764 $ 23,749,369
========== ======= ============ ======== ============
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
COMBINED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ -------
<S> <C> <C> <C>
Net Loss $ (3,597,835) $(7,208,441) $(5,440,551)
Adjustments to reconcile net loss to net
cash used for operating activities:
Equity in losses of Local Limited Partnerships 3,287,444 3,624,984 4,670,063
Bad debt expense 394,319 8,665 54,351
Loss on liquidation of interest in Local Limited
Partnerships 18,251 - -
Provision for valuation of real estate - 1,748,708 -
Extraordinary (gain) loss on cancellation
of indebtedness (1,868,051) 51,595 (1,279,618)
Cash distribution included in net loss (26,674) (32,610) (13,456)
Amortization and depreciation 945,333 788,546 752,738
(Gain) loss on sale of marketable securities (1,292) 1,291 (4,555)
Minority interest in income (loss) of Local
Limited Partnerships (153,280) (27,679) 6,553
Increase (decrease) in cash arising from changes
in operating assets and liabilities:
Accounts receivable 703 19,834 48,262
Interest receivable 50,381 (62,939) 17,964
Prepaid expenses 2,575 5,227 (3,818)
Tenant security deposits (14,607) 4,099 (27,158)
Other assets (39,409) (30,404) 69,403
Accounts payable to affiliates 513,799 428,633 408,603
Accounts payable and accrued expenses 144,878 43,002 220,130
Interest payable 43,460 198,324 155,370
Tenant security deposits payable 1,353 28 980
------------ ----------- -----------
Net cash used for operating activities (298,652) (439,137) (364,739)
------------ ----------- -----------
Cash flows from investing activities:
(Advances to) reimbursements from affiliates 76,318 (124,294) -
Purchases of marketable securities (448,522) (273,754) (1,700,979)
Proceeds from sales and maturities of
marketable securities 508,457 98,152 3,782,670
Cash distributions received from Local
Limited Partnerships 424,737 503,503 345,051
Cash received upon assumption of General Partner
interest in a Combined Entity - 18,364 43,646
Adjustment to cash received
upon assumption of General
Partner interest in a Combined Entity - (51,595) -
Adjustment to cash upon
liquidation of General Partner
interest in a Combined Entity (11,821) - -
Decrease in deferred acquisition fee escrow 112,500 112,500 112,506
Payment of deferred acquisition fees (112,500) (112,500) (112,506)
Releases from (deposits to) replacement reserves 6,916 10,637 (66,521)
Purchase of rental property (335,745) (70,940) (245,961)
------------ ----------- -----------
Net cash provided by investing activities 220,340 110,073 2,157,906
------------ ----------- -----------
</TABLE>
The accompanying notes are an integral part of these combined financial
statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
COMBINED STATEMENTS OF CASH FLOWS (continued)
FOR THE YEARS ENDED MARCH 31, 1998, 1997 AND 1996
<TABLE>
<CAPTION>
1998 1997 1996
------------ ------------ -------
Cash flows from financing activities:
<S> <C> <C> <C>
Advances from general partner - - 50,397
Payments to general partner - - (173,500)
Repayment of mortgage notes payable (104,845) (87,574) (158,404)
Advances from affiliate 115,410 35,523 -
Advances on notes payable, affiliate - 492,689 22,279
Advances from developer - - 13,756
Capital contributions received - - 14,522
Repayment of Local Limited Partnership's mortgage - - (1,462,693)
Repayment of notes receivable, affiliate - - 13,060
------------ ----------- -----------
Net cash provided by (used for) financing activities 10,565 440,638 (1,680,583)
------------ ----------- -----------
Net increase (decrease) in cash and
cash equivalents (67,747) 111,574 112,584
Cash and cash equivalents, beginning of year 379,614 268,040 155,456
------------ ----------- -----------
Cash and cash equivalents, end of year $ 311,867 $ 379,614 $ 268,040
============ =========== ===========
Supplemental Disclosure:
Cash paid for interest $ 910,543 $ 360,491 $ 646,380
============ =========== ===========
</TABLE>
Non-cash disclosure:
See Note 10 for discussion of the transfers of certain Local Limited
Partnerships.
See Note 12 for discussion of cancellation of indebtedness income.
The accompanying notes are an integral part of these combined financial
statements.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements
1. Organization
Boston Financial Qualified Housing Tax Credits L.P. III (the "Partnership") was
formed on August 9, 1988 under the laws of the State of Delaware for the primary
purpose of investing, as a limited partner, in other limited partnerships
("Local Limited Partnerships"), most of which own and operate apartment
complexes, most of which benefit from some form of federal, state or local
assistance program and each of which qualify for low-income housing tax credits.
The Partnership's objectives are to: (i) provide current tax benefits in the
form of tax credits which qualified investors may use to offset their federal
income tax liability; ii) preserve and protect the Partnership's capital; iii)
provide limited cash distributions which are not expected to constitute taxable
income during Partnership operations; and iv) provide cash distributions from
sale or refinancing transactions. The General Partners of the Partnership are
Arch Street III, Inc., which serves as the Managing General Partner, and Arch
Street III L.P., which also serves as the Initial Limited Partner. Both of the
General Partners are affiliates of The Boston Financial Group Limited
Partnership ("Boston Financial"). The fiscal year of the Partnership ends on
March 31.
The Certificate and Agreement of Limited Partnership ("Partnership Agreement")
authorized the sale of up to 100,000 units of Limited Partnership Interest
("Units") at $1,000 per Unit, adjusted for certain discounts. The Partnership
raised $99,610,000 ("Gross Proceeds"), net of discounts of $390,000, through the
sale of 100,000 Units. Such amounts exclude five unregistered Units previously
acquired for $5,000 by the Initial Limited Partner, which is also one of the
General Partners. The offering of Units terminated on May 30, 1989. No further
sale of Units is expected.
Generally, profits, losses, tax credits and cash flow from operations are
allocated 99% to the Limited Partners and 1% to the General Partners. Net
proceeds from a sale or refinancing will be allocated 95% to the Limited
Partners and 5% to the General Partners, after certain priority payments.
Under the terms of the Partnership Agreement, the Partnership initially
designated 3% of the Gross Proceeds from the sale of Units as a reserve for
working capital of the Partnership and contingencies related to ownership of
Local Limited Partnership interests. During the year ended March 31, 1993, the
Managing General Partner decided to increase the reserve level to 3.75%. At
March 31, 1998, the Managing General Partner has designated approximately
$398,000 of cash, cash equivalents and marketable securities as such Reserve.
2. Significant Accounting Policies
Basis of Presentation and Combination
The Partnership accounts for its investments in Local Limited Partnerships, with
the exception of the Combined Entities, using the equity method of accounting,
because the Partnership does not have a majority control of the major operating
and financial policies of the Local Limited Partnerships in which it invests.
Under the equity method, the investment is carried at cost, adjusted for the
Partnership's share of income or loss of the Local Limited Partnerships,
additional investments and cash distributions from the Local Limited
Partnerships. Equity in income or loss of the Local Limited Partnerships is
included currently in the Partnership's operations. The Partnership has no
obligation to fund liabilities of the Local Limited Partnerships beyond its
investment, therefore, a Local Limited Partnership's investment will not be
carried below zero. To the extent that equity losses are incurred when a Local
Limited Partnership's respective investment balance has been reduced to zero,
the losses will be suspended to be used against future income. Distributions
received from Local Limited Partnerships whose respective investment value has
been reduced to zero are included in income. For the years ended March 31, 1998,
1997 and 1996, the Partnership did not recognize $4,878,906, $5,206,584 and
$5,122,569, respectively, of equity losses relating to Local Limited
Partnerships whose cumulative equity in losses and distributions exceeded their
total investments.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
2. Significant Accounting Policies (continued)
Excess investment costs over the underlying net assets acquired have arisen from
acquisition fees paid and expenses reimbursed to an affiliate of the
Partnership. These fees and expenses are included in the Partnership's
Investment in Local Limited Partnerships and are being amortized on a
straight-line basis over 35 years.
The Partnership recognizes a decline in the carrying value of its investment in
Local Limited Partnerships when there is evidence of a non-temporary decline in
the recoverable amount of the investment. There is the possibility that the
estimates relating to reserves for non-temporary declines in the carrying value
of investments in Local Limited Partnerships may be subject to material near
term adjustments.
The Partnership, as a limited partner in the Local Limited Partnerships, is
subject to risks inherent in the ownership of property which are beyond its
control, such as fluctuations in occupancy rates and operating expenses,
variations in rental schedules, proper maintenance of facilities and continued
eligibility of tax credits. If the cost of operating a property exceeds the
rental income earned thereon, the Partnership may deem it in its best interest
to voluntarily provide funds in order to protect its investment.
The Managing General Partner has elected to report results of the Local Limited
Partnerships on a 90-day lag basis because the Local Limited Partnerships report
their results on a calendar year basis. Accordingly, the financial information
of the Local Limited Partnerships that is included in the accompanying combined
financial statements is as of December 31, 1997, 1996 and 1995.
On August 26, 1992, an affiliate of the Partnership's Managing General Partner,
BF Harbour View, Inc., became the Local General Partner of 241 Pine Street
Associates, L.P. ("241 Pine Street"), a Local Limited Partnership in which the
Partnership has invested. Since the Local General Partner of 241 Pine Street has
a controlling financial interest in the Partnership, as set forth in paragraph
22 of ARB 51, these combined financial statements include the detailed financial
activity of 241 Pine Street for the years ended December 31, 1995, 1996 and
1997. All significant intercompany balances and transactions have been
eliminated.
On April 2, 1993, an affiliate of the Managing General Partner, BF Willow Lake,
Inc., became the Local General Partner of Willow Lake Partners II, L.P. ("Willow
Lake"). BF Willow Lake, Inc. replaced the previous management agent with Boston
Financial Property Management, an affiliate of the Managing General Partner.
Since the Local General Partner of Willow Lake has a controlling financial
interest in the Partnership, as set forth in paragraph 22 of ARB 51, these
combined financial statements include the financial activity of Willow Lake for
the years ended December 31, 1995, 1996 and 1997. All significant intercompany
balances and transactions have been eliminated.
On October 6, 1993, an affiliate of the Partnership's Managing General Partner,
BF Texas Limited Partnership, became an additional Local General Partner
responsible for all management decisions in thirteen Local Limited Partnerships
(the "Texas Partnerships") in which the Partnership has invested. Since the
Local General Partner of the Texas Partnerships had a controlling financial
interest in the Partnership, as set forth in paragraph 22 of ARB 51, these
combined financial statements include the financial activity of thirteen Texas
Partnerships for the years ended March 31, 1994 and 1995. During the year ended
March 31, 1996, control of six of these Texas Partnerships were transferred to
unrelated parties, and as such, as of that date, these partnerships were
accounted for on the equity method (see Note 10). During the year ended March
31, 1997, the Managing General Partner transferred all of the assets of five out
of these six Texas Partnerships subject to their liabilities to unaffiliated
entities. Therefore, as of March 31, 1997, one Texas Partnership was accounted
for on the equity method and the combined financial statements included detailed
financial activity of seven Texas Partnerships for the year ended December 31,
1996. During the year ended March 31, 1998, the Managing General Partner
transferred all of the assets of seven of the remaining Texas Partnerships
subject to their liabilities to unaffiliated entities, six of which were
combined in prior years, one of which had been previously carried at the equity
method. Therefore as of March 31, 1998, these combined financial statements
included the detailed financial activity of one Texas Partnership, Willowick,for
the year ended December 31, 1997. All significant intercompany balances and
transactions have been eliminated.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
2. Significant Accounting Policies (continued)
On September 29, 1995, an affiliate of the Managing General Partner, BF Texas
Limited Partnership, became the Local General Partner responsible for all
management decisions in The Temple-Kyle L.P. ("The Kyle"). Since the Local
General Partner of The Kyle has a controlling financial interest in the
Partnership, (as set forth in paragraph 22 of ARB 51), these combined financial
statements include the detailed financial activity of The Kyle for the period
from October 1, 1995 through December 31, 1995 and for the years ended December
31, 1996 and 1997. All significant intercompany balances and transactions have
been eliminated.
On August 20, 1996, an affiliate of the Managing General Partner, Boston
Financial GP-1, L.L.C., became the Local General Partner responsible for all
management decisions in Breckenridge Creste Apartments, L.P. ("Breckenridge
Creste"). Since the Local General Partner of Breckenridge Creste has a
controlling financial interest in the Partnership, (as set forth in paragraph 22
of ARB 51), these combined financial statements include the detailed financial
activity of Breckenridge Creste for the period from September 1, 1996 through
December 31, 1996, and for the year ended December 31, 1997. All significant
intercompany balances and transactions have been eliminated.
The Partnership has elected to report the results of 241 Pine Street, Willow
Lake, The Kyle, Breckenridge Creste and Willowick on a 90-day lag basis,
consistent with the presentation of the financial information of all Local
Limited Partnerships. As used herein, the "Combined Entities" refers to 241 Pine
Street, Willow Lake, The Kyle, Breckenridge Creste and Willowick.
Cash Equivalents
Cash equivalents consist of short-term money market instruments with maturities
when purchased of ninety days or less.
Marketable Securities
Marketable securities consist primarily of U.S. Treasury instruments and various
asset-backed investment vehicles. The Partnership's marketable securities are
classified as "Available for Sale" securities and reported at fair value as
reported by the brokerage firm at which the securities are held. All marketable
securities have fixed maturities. Realized gains and losses from the sales of
securities are based on the specific identification method. Unrealized gains and
losses are excluded from earnings and reported as a separate component of
partners' equity.
Effect of recently issued Accounting Standard
The Financial Accounting Standards Board recently issued Statement of Financial
Accounting Standards No. 130, Reporting Comprehensive Income. The standard
requires that changes in comprehensive income be shown in a financial statement
that is displayed with the same prominence as other financial statements. The
standard is effective for fiscal years beginning after December 15, 1997. The
Partnership will adopt the new standard beginning in the first quarter of the
fiscal year ending March 31, 1999, but it is not expected to have a significant
effect on the Partnership's financial position or results of operations.
Rental Property
Real estate and personal property of the Combined Entities are recorded in
accordance with SFAS 121. The Combined Entities provide for depreciation using
primarily the straight-line method over their estimated useful lives.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
2. Significant Accounting Policies (continued)
Deferred Expenses
Willow Lake's deferred financing fees are amortized over 180 months, the term of
the related debt, using the straight-line method.
Breckenridge's permanent loan costs are amortized over 10 years, the term of the
related debt, using the straight-line method.
Breckenridge's compliance monitoring fees are amortized over the remaining
12-year term of the tax credit compliance period.
Rental Income
Rental income, principally from short-term leases on the Combined Entities'
apartment units, is recognized as income under the accrual method as the rents
become due.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Fair Value of Financial Instruments
Statements of Financial Accounting Standards No. 107 ("SFAS No. 107"),
Disclosures About Fair Value of Financial Instruments, requires disclosure for
the fair value of most on- and off-balance sheet financial instruments for which
it is practicable to estimate that value. The scope of SFAS No. 107 excludes
certain financial instruments, such as trade receivable and payables when the
carrying value approximates the fair value and investments accounted for under
the equity method, and all nonfinancial assets, such as real property. Unless
otherwise described, the fair values of the Partnership's assets and liabilities
which qualify as financial instruments under SFAS No. 107 approximate their
carrying amounts in the accompanying balance sheets.
Income Taxes
No provision for income taxes has been made as the liability for such taxes is
the obligation of the partners of the Partnership.
Reclassifications
Certain reclassifications have been made to prior year financial statements to
conform to the current year presentation.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
3. Marketable Securities
A summary of marketable securities is as follows:
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt securities issued by
the US Treasury and other
US Department agencies $ 274,623 $ 820 $ (56) $ 275,387
----------- ----------- -------- -----------
Marketable Securities
at March 31, 1998 $ 274,623 $ 820 $ (56) $ 275,387
=========== ========== ======== ===========
Debt securities issued by
the US Treasury $ 288,740 $ 22 $ (1,918) $ 286,844
Mortgage backed securities 41,271 - (51) 41,220
Other debt securities 3,255 - - 3,255
----------- ---------- -------- -----------
Marketable Securities
at March 31, 1997 $ 333,266 $ 22 $ (1,969) $ 331,319
=========== ========== ======== ===========
</TABLE>
The contractual maturities at March 31, 1998 are as follows:
<TABLE>
<CAPTION>
Fair
Cost Value
<S> <C> <C>
Due in less than one year $ 124,893 $ 124,950
Due in one to five years 99,910 100,523
Mortgage backed securities 49,820 49,914
----------- -----------
$ 274,623 $ 275,387
=========== ===========
</TABLE>
Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from the sales and
maturities were approximately $508,000, $98,000 and $3,783,000 for the years
ended March 31, 1998, 1997 and 1996, respectively. Included in investment income
are gross gains of $1,845 and gross losses of $553 which were realized on the
sales during the year ended March 31, 1998, gross gains of $64 and gross losses
of $1,355 which were realized on the sales during the year ended March 31, 1997
and gross gains of $24,504 and gross losses of $19,949 which were realized on
the sales during the year ended March 31, 1996.
4. Investments in Local Limited Partnerships
The Partnership uses the equity method to account for its limited partner
interests in fifty-five Local Limited Partnerships (excluding the Combined
Entities) which own and operate multi-family housing complexes, most of which
are government-assisted. The Partnership, as Investor Limited Partner pursuant
to the various Local Limited Partnership Agreements which contain certain
operating and distribution restrictions, has generally acquired a 99% interest
in the profits, losses, tax credits and cash flows from operations of each of
the Local Limited Partnerships, except for Granite, Colony Apartments and
Harbour View, where the Partnership's ownership interest is 97%, 49% and 48.96%,
respectively. Upon dissolution, proceeds will be distributed according to each
respective partnership agreement.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
4. Investments in Local Limited Partnerships (continued)
The following is a summary of Investments in Local Limited Partnerships,
excluding the Combined Entities, in the years ended March 31:
<TABLE>
<CAPTION>
1998 1997 1996
<S> <C> <C> <C>
Capital contributions to Local Limited Partnerships
and purchase price paid to withdrawing partners
of Local Limited Partnerships $ 59,851,809 $ 65,667,604 $ 69,606,039
Cumulative equity in loss of Local Limited Partnerships
(excluding cumulative unrecognized losses of $25,919,160
$22,111,810, and $17,117,633 at March 31,
1998, 1997 and 1996, respectively) (40,842,874) (43,991,055) (42,375,049)
Cumulative cash distributions received from
Local Limited Partnerships (2,256,711) (1,831,974) (1,328,471)
------------- ------------ ------------
Investments in Local Limited Partnerships before adjustment 16,752,224 19,844,575 25,902,519
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 6,430,577 7,143,344 7,154,323
Accumulated amortization of acquisition fees and expenses (1,411,616) (1,369,244) (1,205,288)
------------- ------------ ------------
Investments in Local Limited Partnerships 21,771,185 25,618,675 31,851,554
Reserve for valuation of investments in
Local Limited Partnerships (1,635,000) (1,635,000) (1,635,000)
------------- ------------ ------------
$ 20,136,185 $ 23,983,675 $ 30,216,554
============= ============ ============
</TABLE>
Summarized financial information from the financial statements of all Local
Limited Partnerships accounted for on the equity method (excluding the Combined
Entities beginning on the date of combination) in which the Partnership holds
investments is as follows:
Summarized Balance Sheets - December 31,
<TABLE>
<CAPTION>
1997 1996 1995
-------------- -------------- -------------
Assets:
<S> <C> <C> <C>
Investment property, net $ 163,031,238 $179,058,410 $ 193,889,556
Other assets, net 12,596,647 13,158,108 14,779,669
Current assets 6,395,184 5,977,538 6,462,299
-------------- -------------- --------------
Total assets $ 182,023,069 $198,194,056 $ 215,128,524
============== ============== ==============
Liabilities and Partners' Equity:
Mortgages payable, net of current portion $ 161,870,394 $172,051,946 $ 64,854,884
Other liabilities 12,209,220 13,276,728 14,753,253
Current liabilities (includes current
portion of mortgages payable) 18,470,513 17,958,778 26,612,722
-------------- -------------- -------------
Total liabilities 192,550,127 203,287,452 206,220,859
-------------- -------------- -------------
Partners' Equity:
Partnership's equity (10,944,390) (4,360,195) 8,820,206
Other partners' equity 417,332 (733,201) 87,459
-------------- -------------- ---------------
Total partners' equity (10,527,058) (5,093,396) 8,907,665
-------------- -------------- ---------------
Total liabilities and partners' equity $ 182,023,069 $198,194,056 $ 215,128,524
============== =============== ===============
</TABLE>
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
4. Investments in Local Limited Partnerships (continued)
Summarized Income Statements - For
the year ended December 31,
<TABLE>
<CAPTION>
1997 1996 1995
------------- ------------- --------------
<S> <C> <C> <C>
Rental and other income $ 28,897,583 $ 29,724,298 $ 32,565,287
------------- ------------- --------------
Expenses:
Operating expenses 16,391,351 17,315,396 18,500,899
Interest expense 13,691,558 14,652,969 16,243,002
Depreciation and amortization 7,440,803 8,365,838 8,593,392
------------- ------------- --------------
Total expenses 37,523,712 40,334,203 43,337,293
------------- ------------- --------------
Net Loss $ (8,626,129) $ (10,609,905) $(10,772,006)
============= ============= ============
Partnership's share of net loss $ (8,139,677) $ (8,798,958) $ (9,778,580)
============= ============= ==============
Other partners' share of net loss $ (486,452) $ (1,810,947) $ (993,426)
============= ============= ==============
</TABLE>
For the years ended March 31, 1998, 1997 and 1996, the Partnership has not
recognized $4,878,906, $5,206,584 and $5,122,569, respectively, of equity in
losses relating to certain Local Limited Partnerships in which cumulative equity
in losses and distributions exceeded its total investments in these Local
Limited Partnerships.
The Partnership's deficiency as reflected by the Local Limited Partnerships of
$(10,944,390) differs from the Partnership's Investments in Local Limited
Partnerships before adjustment of $16,752,224 primarily because the Partnership
has not recognized $25,919,160 of equity losses relating to Local Limited
Partnerships whose cumulative equity in losses exceeded their total investments.
5. Transactions with Affiliates
In accordance with the Partnership Agreement, 15% of the acquisition fees
payable to an affiliate of the Managing General Partner is the "Deferred
Acquisition Fees". The Deferred Acquisition Fees have been deposited in an
interest bearing account and are paid annually, with interest, at the rate of
10% per year over 10 years. Installments began on the second anniversary of the
Prospectus, November 23, 1990. As of March 31, 1998 and 1997, deferred
acquisition fees payable amounted to $225,000 and $337,500, respectively.
An affiliate of the Managing General Partner currently receives $6,977 (as
adjusted by the CPI factor) per Local Limited Partnership annually as the Asset
Management Fee for administering the affairs of the Partnership. Included in the
Combined Statements of Operations are Asset Management Fees of $423,223,
$450,678 and $447,110, for the years ended March 31, 1998, 1997 and 1996,
respectively. Payables to affiliates of the Managing General Partner relating to
the aforementioned fees and expenses equal $1,564,746 and $1,141,523 at March
31, 1998 and 1997, respectively.
An affiliate of the Managing General Partner is reimbursed for the actual cost
of the Partnership's operating expenses. Included in general and administrative
expenses for the years ended March 31, 1998, 1997 and 1996 is $180,970, $170,961
and $182,482, respectively, that the Partnership has paid or will pay as
reimbursement for salaries and benefits.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
5. Transactions with Affiliates (continued)
Boston Financial Property Management ("BFPM"), an affiliate of the Managing
General Partner, currently manages Harbour View, a property in which the
Partnership has invested. Included in operating expenses in the summarized
income statements in Note 4 to the Combined Financial Statements is $52,220,
$51,956 and $46,915 of fees earned by BFPM during 1997, 1996 and 1995,
respectively.
On April 2, 1993, BFPM became the management agent of Willow Lake. In August of
1993, BFPM became the management agent for the Texas Partnerships. On September
29, 1995, BFPM became the management agent of The Kyle. On August 20, 1996, BFPM
became the management agent of Breckenridge. Included in the Combined Statements
of Operations is $104,878, $135,472 and $70,315 of property management fees
charged by BFPM during 1997, 1996 and 1995, respectively. Payables to affiliates
include $114,045 and $51,659 of property management fees at December 31, 1997
and 1996, respectively.
An affiliate of the Managing General Partner advanced the Partnership amounts to
cover operating deficits. A non-interest bearing note was executed. As of March
31, 1998 and 1997, $514,968 is due to an affiliate of the Managing General
Partner.
The affiliate of the Managing General Partner has made a commitment to defer
collection of past or future asset management fees, reimbursement of operating
expenses and property management fees, and to defer collection of the $514,968
note described above, to the extent necessary to cover operating deficits of the
Partnership.
6. Rental Property
Real estate and personal property belonging to the Combined Entities are
recorded in accordance with SFAS 121, the components of which are as follows at
December 31:
<TABLE>
<CAPTION>
1997 1996
------------- --------
<S> <C> <C>
Land and improvements $ 1,245,805 $ 1,375,504
Building and improvements, net of reserve for valuation 19,018,025 21,390,249
Equipment 490,526 544,916
------------- ------------
20,754,356 23,310,669
Less accumulated depreciation (5,303,237) (5,426,435)
------------- ------------
Total $ 15,451,119 $17,884,234
============= ===========
</TABLE>
During the year ended December 31, 1996, an impairment loss of $1,748,708 was
recognized on the real estate in the Texas Partnerships, which decreased the
aggregate carrying value to $2,920,411. For the years ended December 31, 1997
and 1996, the net operating results of the Texas Partnerships increased the loss
of the Partnership (prior to the impairment loss) by $127,794 and $410,866,
respectively. See Note 10 for further details on the liquidation of the
interests in the Texas Partnerships.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
7. Mortgage Notes Payable
Willow Lake
The original mortgage note payable consists of a 9.25% per annum note due in
monthly principal and interest installments of $22,878, maturing on February 1,
2005. The original loan is collateralized by a first deed of trust covering all
real and personal property. The loan is also collateralized by an operating
deficit escrow of $58,387 provided by the Local General Partners as security for
the lender in the event of certain defaults under the mortgage loan agreement.
At December 31, 1993, Willow Lake was in default of its principal and interest
payments due under the mortgage agreement; however, the lender and Willow Lake
executed a workout commitment letter in June of 1993 designed to address the
default. On February 17, 1994, the parties closed the final workout agreement.
The terms of the workout agreement which were effective June 1, 1993 include a
reduction in the interest rate payable to 7.25% for the period from June 1,
1993 through May 1, 1995 and a reduction in the interest rate payable to 8.25%
plus 95% of all net cash flows, as defined by the workout agreement, for the
period from June 1, 1995 through May 1, 1996. Willow Lake resumed payments at
the original contract rate of 9.25%. Under the terms of the workout agreement,
the difference in the interest payments at the original contract rate of 9.25%
and the reduced payment rates required over the term of the workout period shall
be payable beginning with the expiration of the workout period over the
remaining term of the note. The two year extension to this workout will expire
on June 30, 1998 and there are negotiations for an additional three year
workout.
All delinquent amounts under the original mortgage were paid by Willow Lake on
February 17, 1994 upon closing of the final workout agreement. The delinquencies
were paid out of funds released from an escrow deposit of $244,000, which have
been held by an escrow agent pursuant to an operating reserve escrow agreement
requiring deposits be made to fund certain of the obligations of the Local
General Partners under Willow Lake's partnership agreement, including the
payment of operating deficits.
Principal payments required under the above mortgage note which has a balance
at December 31, 1997 and 1996 of $2,723,285 and $2,744,825, respectively, for
each of the next five years are as follows:
<TABLE>
<CAPTION>
Years Ending
December 31,
<S> <C> <C>
1998 $ 23,619
1999 25,899
2000 28,399
2001 31,119
2002 34,146
</TABLE>
The terms of the mortgage note and other contract documents require the
establishment of restricted deposits and funded reserves to be held and invested
by the mortgagee. These financial instruments potentially subject Willow Lake to
a concentration of credit risk. Due to the unavailability of similar loans and
unique terms of the workout agreement, it is not practicable to determine the
fair value of this note at March 31, 1998.
Texas Partnerships
The Texas Partnerships and RECD have entered into Interest Credit and Rental
Assistance Agreements that have stated interest rates ranging from 9.5% to 7.25%
and provide for an effective interest rate on the notes payable to FmHA of 1
percent, plus all rental income over basic rents as determined by the government
(overages) with maturities ranging from 2016 to 2030. All notes are
collateralized by the respective properties. The principal balances of the Texas
Partnerships' mortgages at December 31, 1997 and 1996 are $1,150,688 and
$4,189,947, respectively. The decrease is due to the transfer of seven of the
Texas Partnerships in the year ended March 31, 1998. The Willowick mortgage is
currently in default and, as a result, the entire balance is being accounted for
as current. Due to the unavailability of similar loans, it is not practicable to
determine the fair value of these notes at March 31, 1997.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
7. Mortgage Notes Payable (continued)
The Kyle
The Kyle has a note payable to the Partnership which is eliminated in the
accompanying combined financial statements. The note is due in monthly
installments of $13,800, including interest at 7.82%, through June 1, 1997 and
$17,600, including interest at prime plus 1%, from July 1, 1997 through its
maturity date on June 1, 2005. The note is collateralized by the respective
property. $1,406,251 and $1,423,253 is outstanding as of December 31, 1997 and
1996, respectively. The current value of this note approximates its fair value.
Breckenridge
Breckenridge's mortgage note payable consists of a 9.60% per annum note due in
monthly principal and interest installments of $42,408, maturing on November 1,
2006. The liability of the partnership under the mortgage note is limited to the
underlying value of the real estate collateral plus other amounts deposited with
the lender. Principal payments required under the above note, which has a
balance at December 31, 1997 and 1996 of $4,762,502 and $4,811,607,
respectively, for each of the next five years are as follows:
<TABLE>
<CAPTION>
Years Ending
December 31,
<S> <C> <C>
1998 $ 54,032
1999 59,454
2000 65,419
2001 71,983
2002 79,206
</TABLE>
Breckenridge's second note payable bears no interest and is payable in annual
installments of $2,679 until April 15, 1999. The outstanding balance at December
31, 1997 and 1996 is $5,357 and $8,036, respectively.
Due to the unavailability of similar loans and lack of adequate refinancing
information, it is not practicable to determine the fair value of this note at
March 31, 1998.
8. Due to affiliate
Under the terms of 241 Pine Street's development agreement, the Developer agreed
to advance to the property such funds as may be required to pay certain
operating expenses. Any funds so advanced are to be repaid by 241 Pine Street
upon sale or refinancing of the property. The amount due to affiliate at
December 31, 1997 and 1996 represents the net amount advanced to 241 Pine Street
under this agreement. In connection with these events the Original General
Partner, who was also the Developer, was replaced by an affiliated entity of the
Partnership . Therefore, the amount previously reported as due to developer has
been reclassified as a due to affiliate. Due to the unavailability of similar
loans, it is not practicable to determine the fair value of this note at March
31, 1998.
9. General partner advances
Prior to 1995, Willow Lake incurred debt of $662,306 payable to the former
general partners and their affiliates for developer fees, Partnership advances
and management fees. As a result of the settlement of litigation in 1995, Willow
Lake agreed to pay $173,500 and issued two promissory notes in the amount of
$100,000 each. Both notes have an annual interest rate of 6% and are payable in
full, both as to accrued interest and principal on January 1, 2005. Principal
and interest on these notes are due and payable out of cash flow which began in
June, 1996. If, in the event Willow Lake is unable to make a cash flow payment,
the Partnership has guaranteed one note. The guarantee of the Partnership is an
interest payment of $500 per month. The Partnership paid $6,000 and $5,000 for
interest during the years ended March 31, 1998 and 1997, respectively. The
remaining debt ($288,806) was forgiven.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
10. Liquidation of Interests in Local Limited Partnerships
As previously reported, the Managing General Partner transferred all of the
assets of twelve of the Texas Partnerships subject to their liabilities, to
unaffiliated entities. Crown Point, Godley Arms, Glenbrook Apartments, Quail Run
Apartments and Sherwood Arms Housing were transferred prior to March 31, 1997.
Lone Oak Apartments, Hallet West Apartments and Lakeway Colony were transferred
on August 6, 1997, September 23, 1997 and October 30, 1997, respectively.
Crestwood Place, Eagle Nest Apartments, One Main Place and Pilot Point
Apartments were transferred on October 28, 1997. If negotiations continue as
expected, transfer of the remaining property will occur during early July 1998.
This property, with a carrying value of $774,053 at year end, incurred a loss of
$127,794 in 1997. Until the property is transferred,operating deficits will
continue to be funded from Partnership Reserves. For tax purposes, these
events will result in both Section 1231 gain and cancellation of indebtedness
income. In addition, the transfer of ownership will result in a nominal amount
of recapture of tax credits because the Texas Partnerships represent only 2%
of the Partnership's tax credits.
For financial reporting purposes, loss on liquidation of interests in Local
Limited Partnerships of $18,251 and extraordinary gain on cancellation of
indebtedness of $1,868,051 were recognized in the year ended March 31, 1998 as a
result of the transfer of Lone Oak Apartments, Hallet West Apartments, Lakeway
Colony, Crestwood Place, Eagle Nest Apartments, One Main Place and Pilot Point
Apartments.
As previously discussed, the titles to both Regency and Rolling Hills in Dayton,
Ohio were transferred to the lender on May 2, 1997 after prolonged operating
difficulties resulting from low occupancy, capital rehabilitation needs and a
depressed local economy. The Local General Partner and Managing General Partner
were involved in lengthy workout negotiations with HUD, but ultimately the
mortgages for these properties were sold to a lender in HUD's August 1996
non-performing loan auction. Although negotiations continued with the lender in
an attempt to prevent foreclosure, a workout was not achieved, and the
foreclosures occurred. This transfer of title resulted in a recapture tax in
1997 and the allocation of taxable income which was reported on the investors'
1997 tax return (filed in 1998). The Partnership's carrying value of these
investments for financial reporting purposes was zero; therefore, the transfer
had no impact on the Partnership's operating results.
11. Litigation
Lone Oak Housing Associates, Ltd., as was previously reported, was the defendant
in a lawsuit in which the plaintiff had alleged negligence and deceptive Trade
Act violations. This litigation has been settled by the insurance carrier and
the case dismissed.
Willow Lake Partners II, L.P. ("Willow Lake") is the defendant in a lawsuit
relating to an earlier lawsuit involving Willow Lake. As part of the
Partnership's settlement with the former management agent, Willow Lake gave the
management agent two cash flow notes. The former management agent is now
claiming that Willow Lake has cash flow (so payments should have been made on
the notes) and it is the Partnership's position that the property is running a
deficit. On June 25, 1998, the court found for Willow Lake on summary judgement
and ruled that there has been no default on the note. This litigation is no
longer outstanding unless the former management agent decides to appeal.
12. Extraordinary Item
For the year ended March 31, 1996, the Partnership recognized $1,279,618 of
cancellation of indebtedness income attributable to three combined entities who
had restructured their debt. For the year ended March 31, 1997, the Partnership
recognized $51,595 of loss which was an adjustment to the cancellation of
indebtedness income in the previous year. For the year ended March 31, 1998, the
Partnership recognized $1,868,051 of cancellation of indebtedness income.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
13. Federal Income Taxes
A reconciliation of the loss reported in the Combined Statements of
Operations for the years ended March 31, 1998, 1997 and 1996 to the loss
reported for federal income tax purposes for the year ended December 31, 1997,
1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1998 1997 1996
-------------- ------------- ---------
<S> <C> <C> <C>
Net loss per Combined Statement of Operations $ (3,597,835) $ (7,208,441) $ (5,440,551)
Operating expenses not deductible in
current year for tax purposes - 483,083 452,028
Other loss recognized for book purposes but not
recognized for tax purposes 693,904 - -
Other loss recognized for tax purposes but
not recognized for book purposes - - (106,755)
Amortization of acquisition fees and expenses
not deductible for tax purposes 151,405 167,201 168,519
Adjustment to reflect March 31 fiscal year-
end to December 31 tax year-end (532,450) (120,542) 27,286
Adjustment for equity in loss of Local Limited
Partnerships for financial reporting purposes
over (under) equity in loss for tax purposes 660,767 1,423,554 (1,091,105)
Adjustment for equity in loss of Local
Limited Partnerships not recognized for
financial reporting purposes (4,878,906) (5,206,584) (5,122,569)
Cash distribution included in loss for financial
reporting purposes (60,229) (13,687) (11,338)
Other 18,251 (30,462) -
-------------- ------------- -------------
Net loss for federal income tax purposes $ (7,545,093) $ (10,505,878) $ (11,124,485)
============== ============= =============
</TABLE>
The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax reporting purposes for the year ended March 31, 1998
are as follows:
<TABLE>
<CAPTION>
Financial Tax
Reporting Reporting
Purposes Purposes Differences
<S> <C> <C> <C>
Investments in Local Limited Partnerships $ 20,136,185 $ (838,860) $ 20,975,045
============ ============ ============
Other assets $ 16,995,602 $ 14,555,390 $ 2,440,212
============ ============ ============
Liabilities $ 12,474,903 $ 938,274 $ 11,536,629
============ ============ ============
</TABLE>
The differences in the assets and liabilities of the Partnership for financial
reporting purposes are primarily attributable to: i) for financial reporting
purposes, the Partnership combines the financial statements of five Local
Limited Partnerships with its financial statements; for tax purposes, these
entities are carried on the equity method; ii) the cumulative equity in loss
from Local Limited Partnerships, including the Combined Entities, for tax
reporting purposes is approximately $27,716,000 greater than for financial
reporting purposes, including approximately $25,919,000 of losses the
Partnership has not recognized relating to twenty-four Local Limited
Partnerships whose cumulative equity in losses exceeded their total investments;
iii) the Partnership has provided a provision for valuation of $1,635,000
against three of its investments in Local Limited Partnerships for financial
reporting purposes; and iv) organizational and offering costs of approximately
$11,832,000 that have been capitalized for tax reporting purposes are charged to
Limited Partners' equity for financial reporting purposes.
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
13. Federal Income Taxes (continued)
The differences in the assets and liabilities of the Partnership for financial
reporting purposes and tax reporting purposes for the year ended March 31, 1997
are as follows:
<TABLE>
<CAPTION>
Financial Tax
Reporting Reporting
Purposes Purposes Differences
<S> <C> <C> <C>
Investments in Local Limited Partnerships $ 23,983,675 $ 6,130,762 $17,852,913
============ ============ ============
Other assets $ 19,807,915 $ 15,029,786 $ 4,778,129
============ ============ ============
Liabilities $ 15,393,975 $ 837,199 $ 14,556,776
============ ============ ============
</TABLE>
The differences in the assets and liabilities of the Partnership for financial
reporting purposes are primarily attributable to: i) for financial reporting
purposes, the Partnership combines the financial statements of eleven Local
Limited Partnerships with its financial statements; for tax purposes, these
entities are carried on the equity method; ii) the cumulative equity in loss
from Local Limited Partnerships, including the Combined Entities, for tax
reporting purposes is approximately $25,330,000 greater than for financial
reporting purposes, including approximately $22,112,000 of losses the
Partnership has not recognized relating to twenty-six Local Limited Partnerships
whose cumulative equity in losses exceeded their total investments; iii) the
Partnership has provided a provision for valuation of $1,635,000 against three
of its investments in Local Limited Partnerships for financial reporting
purposes; and iv) organizational and offering costs of approximately $11,832,000
that have been capitalized for tax reporting purposes are charged to Limited
Partners' equity for financial reporting purposes.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
14. Supplemental Combining Schedules
Balance Sheets
<TABLE>
<CAPTION>
Boston Financial
Qualified Housing
Tax Credits Combined Eliminations Combined
L.P. III (A) Entities (B) (A) (A)
Assets
<S> <C> <C> <C> <C>
Cash and cash equivalents $ 212,569 $ 99,298 $ - $ 311,867
Marketable securities, at fair value 275,387 - - 275,387
Investments in Local Limited
Partnerships, net of reserve
for valuation 23,426,701 - (3,290,516) 20,136,185
Accounts receivable, net 737,784 90,467 (737,784) 90,467
Interest receivable 13,298 - - 13,298
Notes receivable 1,406,251 - (1,406,251) -
Prepaid expenses 2,831 22,416 - 25,247
Tenant security deposits - 68,292 - 68,292
Replacement reserves - 194,671 - 194,671
Rental property at cost, net of
accumulated depreciation - 15,451,119 - 15,451,119
Deferred acquisition fees escrow 225,000 - - 225,000
Deferred expenses, net - 209,127 - 209,127
Other assets - 131,127 - 131,127
------------ ------------- ------------ ------------
Total assets $ 26,299,821 $ 16,266,517 $ (5,434,551) $ 37,131,787
============ ============= ============ ============
Liabilities and Partners' Equity
Accounts payable to affiliates $ 1,588,474 $ 851,829 $ (737,784) $ 1,702,519
Accounts payable and accrued
expenses 222,010 262,807 - 484,817
Interest payable - 312,091 - 312,091
Notes payable, affiliate 514,968 - - 514,968
Security deposits payable - 70,630 - 70,630
Due to affiliate - 323,046 - 323,046
Deferred acquisition fees payable 225,000 - - 225,000
General partner advances - 200,000 - 200,000
Mortgage notes payable - 10,048,083 (1,406,251) 8,641,832
------------ ------------- ------------ ------------
Total liabilities 2,550,452 12,068,486 (2,144,035) 12,474,903
------------ ------------- ------------ ------------
Minority interest in Local
Limited Partnerships - - 907,515 907,515
------------ ------------- ------------ ------------
General, Initial and Investor Limited
Partners' Equity 23,748,605 4,198,031 (4,198,031) 23,748,605
Net unrealized gains on marketable
securities 764 - - 764
------------ ------------- ------------ ------------
Total Partners' Equity 23,749,369 4,198,031 (4,198,031) 23,749,369
------------ ------------- ------------ ------------
Total Liabilities and
Partners' Equity $ 26,299,821 $ 16,266,517 $ (5,434,551) $ 37,131,787
============ ============= ============= ============
</TABLE>
(A) As of March 31, 1998.
(B) As of December 31, 1997 - see Note 2.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
14. Supplemental Combining Schedules (continued)
Statements of Operations
<TABLE>
<CAPTION>
Boston Financial
Qualified Housing
Tax Credits Combined Eliminations Combined
L.P. III (A) Entities (B) (A) (A)
Revenue:
<S> <C> <C> <C> <C>
Rental $ - $ 2,470,887 $ - $ 2,470,887
Investment 31,483 8,857 - 40,340
Other 213,116 84,184 (75,245) 222,055
------------ ------------ ----------- ------------
Total Revenue 244,599 2,563,928 (75,245) 2,733,282
------------ ------------ ----------- ------------
Expenses:
Asset management fees,
related party 423,223 - - 423,223
General and administrative 493,519 - - 493,519
Bad debt expense 394,319 - - 394,319
Property management fees - 179,980 - 179,980
Rental operations, exclusive
of depreciation - 1,725,621 - 1,725,621
Interest 6,000 954,003 (75,245) 884,758
Depreciation - 767,716 - 767,716
Amortization 151,405 26,212 - 177,617
------------ ------------ ----------- ------------
Total Expenses 1,468,466 3,653,532 (75,245) 5,046,753
------------ ------------ ----------- ------------
Loss before equity in losses of Local Limited Partnerships, minority interest,
loss on liquidation of interests in Local Limited
Partnerships and
extraordinary item (1,223,867) (1,089,604) - (2,313,471)
Equity in losses of Local
Limited Partnerships (2,355,717) - (931,727) (3,287,444)
Minority interest in losses of Local
Limited Partnerships - - 153,280 153,280
Loss on liquidation of interests
in Local Limited Partnerships (18,251) - - (18,251)
------------ ------------ ----------- ------------
Net loss before extraordinary item (3,597,835) (1,089,604) (778,447) (5,465,886)
Extraordinary gain on
cancellation of indebtedness - 1,868,051 - 1,868,051
------------ ------------ ----------- ------------
Net Income (Loss) $ (3,597,835) $ 778,447 $ (778,447) $ (3,597,835)
============ ============ =========== ============
</TABLE>
(A) For the year ended March 31, 1998.
(B) For the year ended December 31, 1997 - see Note 2.
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
14. Supplemental Combining Schedules (continued)
Statements of Cash Flows
<TABLE>
<CAPTION>
Boston Financial
Qualified Housing
Tax Credits Combined Eliminations Combined
L.P. III (A) Entities (B) (A) (A)
<S> <C> <C> <C> <C>
Net Income (Loss) $ (3,597,835) $ 778,447 $ (778,447) $ (3,597,835)
Adjustments to reconcile net
income (loss) to net cash
used for operating activities:
Equity in losses of Local
Limited Partnerships 2,355,717 - 931,727 3,287,444
Bad debt expense 394,319 - - 394,319
Loss on liquidation of interests
in Local Limited Partnerships 18,251 - - 18,251
Provision for valuation of real estate - - - -
Extraordinary gain on cancellation of
indebtedness - (1,868,051) - (1,868,051)
Cash distribution included in net loss (26,674) - - (26,674)
Amortization and depreciation 151,405 793,928 - 945,333
Gain on sale of marketable securities (1,292) - - (1,292)
Minority interest in loss
of Local Limited Partnerships - - (153,280) (153,280)
Increase (decrease) in cash
arising from changes in operating
assets and liabilities:
Accounts receivable - 703 - 703
Interest receivable 50,381 - - 50,381
Prepaid expenses 5,662 (3,087) - 2,575
Tenant security deposits - (14,607) - (14,607)
Other assets - (39,409) - (39,409)
Accounts payable to affiliates 446,951 66,848 - 513,799
Accounts payable and accrued
expenses 51,899 92,979 - 144,878
Interest payable - 43,460 - 43,460
Tenant security deposits payable - 1,353 - 1,353
-------------- ------------- ------------ -------------
Net cash used for
operating activities (151,216) (147,436) - (298,652)
-------------- ------------- ------------ -------------
Cash flows from investing activities:
(Advances to) reimbursements from
affiliates (350,897) - 427,215 76,318
Purchases of marketable securities (448,522) - - (448,522)
Proceeds from sales and maturities
of marketable securities 508,457 - - 508,457
Cash distributions received from
Local Limited Partnerships 424,737 - - 424,737
Adjustment to cash upon
liquidation of General Partner
interest in a Combined Entity - (11,821) - (11,821)
</TABLE>
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Notes to the Combined Financial Statements (continued)
14. Supplemental Combining Schedules (continued)
Statements of Cash Flows (continued)
<TABLE>
<CAPTION>
Boston Financial
Qualified Housing
Tax Credits Combined Eliminations Combined
L.P. III (A) Entities (B) (A) (A)
<S> <C> <C> <C> <C>
Decrease in deferred acquisition fee
escrow 112,500 - - 112,500
Payment of deferred acquisition fee (112,500) - - (112,500)
Releases from replacement reserves - 6,916 - 6,916
Additions to fixed assets - (335,745) - (335,745)
-------------- ------------- ------------ -------------
Net cash provided by (used for)
investing activities 133,775 (340,650) 427,215 220,340
-------------- ------------- ------------ -------------
Cash flows from financing
activities:
Repayment of mortgage notes
payable - (121,847) 17,002 (104,845)
Advances from affiliate - 542,625 (427,215) 115,410
Repayment of notes
receivable, affiliate 17,002 - (17,002) -
-------------- ------------- ------------ -------------
Net cash provided by
financing activities 17,002 420,778 (427,215) 10,565
-------------- ------------- ------------ -------------
Net decrease in
cash and cash equivalents (439) (67,308) - (67,747)
Cash and cash equivalents,
beginning 213,008 166,606 - 379,614
-------------- ------------- ------------ --------------
Cash and cash equivalents,
ending $ 212,569 $ 99,298 $ - $ 311,867
============== ============= ============ ==============
</TABLE>
(A) For the year ended March 31, 1998.
(B) For the year ended December 31, 1997 - see Note 2.
<PAGE>
<TABLE>
<CAPTION>
COST OF INTEREST NET IMPROVEMENTS
NUMBER TOTAL AT ACQUISTION DATE CAPTIALIZED GROSS AMOUNT AT
WHICH CARRIED AT
DECEMBER 31, 1997
---------------------------------- -------------------
OF ENCUM- BUILDINGS AND SUBSEQUENT TO LAND AND
DESCRIPTION UNITS BRANCES * LAND IMPROVEMENTS ACQUISITON IMPROVEMENTS
- --------------------------------------------------------------------------------------------------------------------------------
Multi-family residential property:
<S> <C> <C> <C> <C> <C> <C>
Harbour View 122 9,549,824 $ 406,704 $11,193,508 $ 547,457 $ 413,140
Staten Island, NY
Willow Lake Apts** 132 2,723,285 100,000 5,143,801 (43,808) 134,196
Kansas City, MO
West Dade I 122 4,069,062 626,698 4,572,095 597,462 626,698
Miami, FL
West Dade II 209 8,322,852 1,213,707 8,416,939 2,527,205 1,118,822
Miami, FL
Westwood Manor 144 3,300,541 191,987 4,091,974 106,937 191,987
Flint, MI
Rolling Hills (C) 0 0 10,000 6,791,690 (6,801,690) 0
Dayton, OH
Regency Square (C) 0 0 150,000 6,777,207 (6,927,207) 0
Dayton, OH
Buffalo Shoreline 142 6,764,993 153,588 5,106,986 943,067 153,588
Buffalo, NY
Buffalo Waterfront 472 24,198,938 202,452 17,775,357 2,589,895 202,452
Buffalo, NY
Fox Run 150 4,119,338 452,610 5,039,028 116,283 498,304
Victoria, TX
Boulevard II 19 704,976 0 965,670 384,682 15,600
Chicago, IL
The Colony 300 8,596,401 1,298,638 8,814,688 300,713 1,323,009
Columbia, SC
Boulevard IIA 42 1,516,400 11,786 2,467,433 621,660 34,400
Chicago, IL
Ashley Place 96 2,809,702 10 3,951,009 862,321 10
Orlando, FL
Admiral Court 46 2,551,928 60,637 4,751,321 363,894 60,637
Philadelphia, PA
Syracuse Apartments 8 240,939 17,669 289,821 3,301 17,669
Syracuse, KS
El Jardin 236 6,702,965 742,000 8,480,839 200,862 742,000
Davie, FL
Elmwood Delmar 95 3,133,280 67,097 4,111,291 50,856 74,221
Aurora, CO
Crestwood Place (B) 0 0 5,000 458,287 (463,287) 0
Bridgeport, TX
Willowick Apts** 60 774,053 10,956 1,455,934 (316,883) 60,813
Gainesville, TX
Ellsworth Apartments 12 328,587 18,000 390,835 1,647 18,000
Ellsworth, KS
Satanta Apartments 8 223,804 23,593 264,336 0 7,500
Satanta, KS
Rossville Apartments 10 279,389 23,950 259,486 72,433 23,950
Rossville, KS
Columbia Town House 56 1,395,897 167,000 885,042 1,078,618 168,303
Burlington, IA
Quarter Mill 266 7,152,267 1,139,508 2,530,458 12,666,987 5,571,829
Richmond, VA
One Main Place (B) 0 0 19,458 414,803 (434,261) 0
Little Elm, TX
Pilot Point (B) 0 0 24,805 575,107 (599,912) 0
Pilot Point, TX
Sherwood Arms (A) 0 0 32,439 658,300 (690,739) 0
Keene, TX
Crown Point (A) 0 0 13,642 371,717 (385,359) 0
Venus, TX
Godley Arms (A) 0 0 26,156 250,345 (276,501) 0
Godley, TX
South Holyoke 48 2,727,618 105,250 4,095,471 (155,386) 105,250
South Holyoke, MA
Walker Woods 51 2,347,633 159,104 2,954,196 1,016,692 159,104
Dover, DE
Shady Shores (B) 0 0 30,778 723,316 (754,094) 0
Lake Dallas, TX
Eagle Wood Apts. 40 1,115,356 0 1,382,855 52,491 45,510
Covington, TN
Georgetown II 50 1,736,325 0 1,079,160 1,726,090 0
Georgetown, DE
Blue Mountain Apts. 217 9,821,059 618,994 14,308,698 159,434 618,994
Boston, MA
Garden Plain 12 303,429 15,849 362,584 54 15,932
Garden Plain, KS
Fulton Apartments 24 799,988 0 985,000 35,000 28,000
Fulton, KY
Lone Oak (B) 0 0 34,437 803,419 (837,856) 0
Graham, TX
Hallett-West Apts (B) 0 0 18,500 322,596 (341,096) 0
Hallettsville, TX
Glenbrook (A) 0 0 13,636 310,294 (323,930) 0
St. Jo, TX
Eagles Nest (B) 0 0 49,340 1,153,573 (1,202,913) 0
Decatur, TX
Billings Family 12 283,313 14,032 327,478 2,855 14,070
Billings, MO
Brownsville 28 786,207 31,000 980,353 7,480 31,000
Brownsville, TN
Wayne Senior 15 429,047 30,949 494,381 1,660 31,281
Wayne, NE
Longview 14 398,864 29,710 461,233 2,560 29,710
Humboldt, KS
Horseshoe Bend 24 649,773 21,780 816,289 1,668 21,780
Horseshoe Bend, AR
Briarwood II 32 1,111,603 105,000 1,331,661 8,587 105,000
Lake Havasua, AZ
Quail Run (A) 0 0 8,158 458,464 (466,622) 0
Iowa Park, TX
Smithville 24 545,783 28,840 585,285 957 28,840
Smithville, MO
Aurora East 125 3,990,938 308,324 4,402,417 194,620 308,324
Denver, CO
Elver Park II 56 1,692,255 348,138 2,509,630 18,106 348,138
Madison, WI
Elver Park III 48 1,455,941 135,465 582,652 1,804,381 217,507
Madison, WI
Tucson Trails 48 1,422,159 138,240 588,915 1,795,470 193,866
Madison, WI
Tucson Trails II 48 1,428,872 138,240 281,704 2,104,333 194,388
Madison, WI
Pleasant Plaza 125 12,285,989 303,775 15,691,150 95,642 303,775
Malden, MA
241 Pine Street** 50 0 130,900 2,564,381 (1,446,741) 130,900
Manchester, NH
Oak Grove 24 562,597 35,000 169,708 518,659 35,000
Oak Grove, MO
Wood Creek 104 3,276,957 475,000 4,203,585 1,398,056 842,496
Calcium, NY
Breckenridge Creste** 164 4,765,180 845,000 811,111 7,771,870 822,577
Duluth, GA
Bolivar Apartments 20 467,424 30,000 190,970 360,983 30,000
Boliver, MO
Lexington Civic 24 817,827 15,000 650,260 308,677 15,000
Lexington, TN
Riverfront Apartments 200 7,498,417 140,333 9,845,838 668,398 140,333
Sunbury, PA
Susquehanna View 201 9,051,781 373,702 10,743,951 677,748 373,702
Camp Hill, PA
Westgate Associated 20 639,652 45,500 750,700 1,478 20,000
Perryville, AR
Altheimer Associates 20 598,519 10,000 725,429 4,077 10,000
Altheirmer, AR
The Temple-Kyle ** 64 1,406,251 93,564 931,860 2,702,411 97,319
Temple, TX
Diversey Square 48 2,574,830 50,000 3,253,496 92,537 50,000
Chicago, IL
Poplar Village 36 1,202,859 60,000 1,427,725 0 60,000
Cumberland, KY
-------------------------------------------------------------------------------------------
177,653,867 12,201,628 211,517,095 25,100,969 16,884,924
Less: Combined Entities ** (9,668,769) (1,180,420) (10,907,087) (8,666,849) (1,245,805)
===========================================================================================
167,985,098 $11,021,208 $200,610,008 $16,434,120 $15,639,119
===========================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
LIFE ON WHICH
DEPRECTIATION
BUILDING AND ACCUMULATED DATE IS COMPUTED DATE
DESCRIPTION IMPROVEMENTS TOTAL DEPRECIATON BUILT (YEARS) ACQUIRED
- ----------------------------------------------------------------------------------------------------------------------------------
Multi-family residential
property:
<S> <C> <C> <C> <C> <C> <C>
Harbour View $ 11,734,529 $12,147,669 $ 2,739,681 1990 5-40 09/29/89
Staten Island, NY
Willow Lake Apts** 5,065,797 5,199,993 1,651,724 1989 5-40 12/20/89
Kansas City, MO
West Dade I 5,169,557 5,796,255 1,736,764 Various 5-40 12/31/88
Miami, FL
West Dade II 11,039,029 12,157,851 3,537,781 Various 5-40 12/31/88
Miami, FL
Westwood Manor 4,198,911 4,390,898 1,589,603 Various 5-40 02/21/89
Flint, MI
Rolling Hills (C) 0 0 0 1969 5-40 03/13/89
Dayton, OH
Regency Square (C) 0 0 0 1963 5-40 03/13/89
Dayton, OH
Buffalo Shoreline 6,050,053 6,203,641 2,080,631 Various 5-40 04/28/89
Buffalo, NY
Buffalo Waterfront 20,365,252 20,567,704 7,140,637 Various 5-40 04/28/89
Buffalo, NY
Fox Run 5,109,617 5,607,921 1,564,640 1975 5-40 04/07/89
Victoria, TX
Boulevard II 1,334,752 1,350,352 383,554 1920 5-40 04/04/89
Chicago, IL
The Colony 9,091,030 10,414,039 4,010,344 1950 5-40 05/19/89
Columbia, SC
Boulevard IIA 3,066,479 3,100,879 834,386 Various 5-40 04/04/89
Chicago, IL
Ashley Place 4,813,330 4,813,340 1,470,939 1989 5-40 06/23/89
Orlando, FL
Admiral Court 5,115,215 5,175,852 1,009,300 1920 5-40 06/07/89
Philadelphia, PA
Syracuse Apartments 293,122 310,791 102,288 1989 5-40 06/30/89
Syracuse, KS
El Jardin 8,681,701 9,423,701 2,643,091 1973 5-40 06/14/89
Davie, FL
Elmwood Delmar 4,155,023 4,229,244 1,255,712 1957 5-40 05/16/89
Aurora, CO
Crestwood Place (B) 0 0 0 1975 5-40 06/05/89
Bridgeport, TX
Willowick Apts** 1,089,194 1,150,007 375,954 1975 5-40 06/30/89
Gainesville, TX
Ellsworth Apartments 392,482 410,482 124,091 1975 5-40 07/19/89
Ellsworth, KS
Satanta Apartments 280,429 287,929 91,289 1989 5-40 07/28/89
Satanta, KS
Rossville Apartments 331,919 355,869 100,590 1990 5-40 07/28/89
Rossville, KS
Columbia Town House 1,962,357 2,130,660 629,043 1990 5-40 07/28/89
Burlington, IA
Quarter Mill 10,765,124 16,336,953 4,185,073 1990 5-40 08/02/89
Richmond, VA
One Main Place (B) 0 0 0 1989 5-40 08/22/89
Little Elm, TX
Pilot Point (B) 0 0 0 1989 5-40 08/22/89
Pilot Point, TX
Sherwood Arms (A) 0 0 0 1989 N/A 08/22/89
Keene, TX
Crown Point (A) 0 0 0 1989 N/A 08/22/89
Venus, TX
Godley Arms (A) 0 0 0 1989 N/A 08/25/89
Godley, TX
South Holyoke 3,940,085 4,045,335 937,876 1988 5-40 08/29/89
South Holyoke, MA
Walker Woods 3,970,888 4,129,992 777,696 1990 5-40 08/30/89
Dover, DE
Shady Shores (B) 0 0 0 1989 5-40 08/30/89
Lake Dallas, TX
Eagle Wood Apts. 1,389,836 1,435,346 402,273 1990 5-40 09/06/89
Covington, TN
Georgetown II 2,805,250 2,805,250 594,112 1990 5-40 09/28/89
Georgetown, DE
Blue Mountain Apts. 14,468,132 15,087,126 4,561,134 Various 5-40 09/29/89
Boston, MA
Garden Plain 362,555 378,487 123,064 1990 5-40 08/09/89
Garden Plain, KS
Fulton Apartments 992,000 1,020,000 282,664 1990 5-40 10/05/89
Fulton, KY
Lone Oak (B) 0 0 0 1990 5-40 10/06/89
Graham, TX
Hallett-West Apts (B) 0 0 0 1989 5-40 11/20/89
Hallettsville, TX
Glenbrook (A) 0 0 0 1989 N/A 10/06/89
St. Jo, TX
Eagles Nest (B) 0 0 0 1989 5-40 10/06/89
Decatur, TX
Billings Family 330,295 344,365 108,852 1989 5-40 08/09/89
Billings, MO
Brownsville 987,833 1,018,833 382,203 1989 5-40 08/09/89
Brownsville, TN
Wayne Senior 495,709 526,990 153,549 1988 5-40 08/09/89
Wayne, NE
Longview 463,793 493,503 126,897 1988 5-40 10/13/89
Humboldt, KS
Horseshoe Bend 817,957 839,737 320,252 1988 5-40 08/09/89
Horseshoe Bend, AR
Briarwood II 1,340,248 1,445,248 494,318 1989 5-40 10/04/89
Lake Havasua, AZ
Quail Run (A) 0 0 0 1989 N/A 10/06/89
Iowa Park, TX
Smithville 586,242 615,082 154,467 1987 5-40 08/09/89
Smithville, MO
Aurora East 4,597,037 4,905,361 2,155,806 1972 5-40 11/06/89
Denver, CO
Elver Park II 2,527,736 2,875,874 700,593 1989 5-40 11/09/89
Madison, WI
Elver Park III 2,304,991 2,522,498 554,725 1990 5-40 11/09/89
Madison, WI
Tucson Trails 2,328,759 2,522,625 556,478 1990 5-40 11/22/89
Madison, WI
Tucson Trails II 2,329,889 2,524,277 544,349 1990 5-40 11/23/89
Madison, WI
Pleasant Plaza 15,786,792 16,090,567 4,994,400 1989 5-40 12/01/89
Malden, MA
241 Pine Street** 1,117,640 1,248,540 509,905 1988 5-40 12/04/89
Manchester, NH
Oak Grove 688,367 723,367 147,795 1991 5-40 11/24/89
Oak Grove, MO
Wood Creek 5,234,145 6,076,641 1,786,977 1990 5-40 12/15/89
Calcium, NY
Breckenridge Creste** 8,605,404 9,427,981 2,196,758 1990 5-40 12/19/89
Duluth, GA
Bolivar Apartments 551,953 581,953 160,616 1990 5-40 12/15/90
Boliver, MO
Lexington Civic 958,937 973,937 216,898 1990 5-40 12/29/90
Lexington, TN
Riverfront Apartments 10,514,236 10,654,569 2,307,440 1990 5-40 12/26/89
Sunbury, PA
Susquehanna View 11,421,699 11,795,401 2,553,874 1988 5-40 12/26/89
Camp Hill, PA
Westgate Associated 777,678 797,678 223,785 1990 5-40 05/01/90
Perryville, AR
Altheimer Associates 729,506 739,506 208,777 1990 5-40 04/18/90
Altheirmer, AR
The Temple-Kyle ** 3,630,516 3,727,835 568,896 1991 5-40 06/12/90
Temple, TX
Diversey Square 3,346,033 3,396,033 972,706 1990 5-40 12/01/90
Chicago, IL
Poplar Village 1,427,725 1,487,725 300,085 1991 5-40 12/30/90
Cumberland, KY
--------------------------------------------------------
231,934,768 248,819,692 70,337,335
Less: Combined Entities ** (19,508,551) (20,754,356) (5,303,237)
========================================================
$212,426,217 $228,065,336 $65,034,098
========================================================
</TABLE>
<PAGE>
The aggregate cost for Federal Income Tax purposes is approximately
$250,568,000.
* Mortgage notes payable generally represent non-recourse
financing of low-income housing projects payable with
terms of up to 40 years with interest payable at rates
ranging from 9.75% to 12%. The Partnership has not
guaranteed any of these mortgage notes payable.
(A) During the year ended March 31, 1997, the Partnership has transferrred all
of the assets of five of the Texas Partnerships subject to their liabilities to
unaffiliated
entities.
(B) During the year ended March 31, 1998, the Partnership has transferrred all
of the assets of seven of the Texas Partnerships subject to their liabilities to
unaffiliated
entities.
(C) During the year ended March 31, 1998, the Partnership has transferrred the
titles of Regency and Rolling Hills
to the lender.
<PAGE>
Summary of property owned and accumulated depreciation:
Property Owned December 31, 1997
- --------------------------------------------------------------------------------
Balance at beginning of period $241,747,268
Additions during period:
Acquisitions through foreclosure $0
Other acquisitions 27,189
Improvements etc. 1,267,479
-----------------
1,294,668
Deductions during period:
Cost of real estate and fixed assets sold (174)
Eliminations - 1996 Combined entities 23,310,668
Eliminations - 1997 Combined Entities (20,754,356)
Properties disposed of (B) (3,746,454)
Properties disposed of (C) (13,786,284)
(14,976,600)
------------------------
Balance at close of period $228,065,336
========================
Property Owned December 31, 1996
- --------------------------------------------------------------------------------
Balance at beginning of period $252,533,482
Additions during period:
Acquisitions through foreclosure $0
Other acquisitions 226,465
Improvements etc. 623,525
-----------------
849,990
Deductions during period:
Cost of real estate and fixed assets sold (33,471)
Eliminations - 1995 Combined entities 15,852,398
Eliminations - 1996 Combined Entities (23,310,668)
Provision for valuation of real estate (1,748,708)
Properties disposed of (A) (2,395,755)
-----------------
(11,636,204)
------------------------
Balance at close of period $241,747,268
========================
Property Owned December 31, 1995
- --------------------------------------------------------------------------------
Balance at beginning of period $248,571,597
Additions during period:
Acquisitions through foreclosure $0
Other acquisitions 77,498
Improvements etc. 4,576,477
-----------------
4,653,975
Deductions during period:
Cost of real estate and fixed assets sold (1,408)
Eliminations - 1994 Combined entities 15,161,716
Eliminations - Combined Entities (15,852,398)
Fixed assets of properties disposed of(B) 0
-----------------
(692,090)
------------------------
Balance at close of period $252,533,482
========================
<PAGE>
Accumulated Depreciation December 31, 1997
- ---------------------------------------------------------
Balance at beginning of period $61,965,823
Additions during period:
Eliminations - 1996 5,426,434
Eliminations - 1997 (5,303,237)
Properties disposed of (B) (931,508)
Properties disposed of (C) (4,045,351)
Depreciation 7,921,937
------------------
Balance at close of period $65,034,098
==================
Accumulated Depreciation December 31, 1996
- ---------------------------------------------------------
Balance at beginning of period $55,943,640
Additions during period:
Eliminations - 1995 3,034,245
Eliminations - 1996 (5,426,434)
Properties disposed of (A) (421,819)
Depreciation 8,836,191
------------------
Balance at close of period $61,965,823
==================
Accumulated Depreciation December 31, 1995
- ---------------------------------------------------------
Balance at beginning of period $47,158,822
Additions during period:
Eliminations - 1994 2,653,279
Eliminations - 1995 (3,034,245)
Properties disposed of (B) -
Depreciation 9,165,784
------------------
Balance at close of period $55,943,640
==================
<PAGE>
BOSTON FINANCIAL QUALIFIED HOUSING TAX CREDITS L.P. III
(A Limited Partnership)
Annual Report on form 10-K
For The Year Ended March 31, 1996
Reports of Independent Auditors
[Letterhead]
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
4747 WEST PETERSON AVENUE
CHICAGO, ILLINOIS 60646
(773) 777-4445
FAX (773) 777-6557
INDEPENDENT AUDITOR'S REPORT
To the Partners of HUD Field Office Director
DIVERSEY SQUARE ASSOCIATES II Chicago, Illinois
Chicago, Illinois
We have audited the accompanying balance sheets of DIVERSEY SQUARE ASSOCIATES II
(An Illinois Limited Partnership), Project No. 071-35573, as of December 31,
1997 and 1996, and the related statements of profit and loss, partners' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and generally accepted 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 DIVERSEY SQUARE ASSOCIATES II 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.
In accordance with the Government Auditing Standards, we have also issued
reports dated January 30, 1998 on compliance with specific requirements
applicable to major HUD programs, compliance with specific requirements
applicable to Affirmative Fair Housing, our consideration of the internal
control structure and on compliance with laws and regulations.
The supporting data included in this report shown on pages 19 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 same
auditing procedures applied in the audit of the basic financial statements, and
in our opinion, are presented fairly in all material respects in relation to the
basic financial statements taken as a whole.
/s/FRIDUSS, LUKEE, SCHIFF & CO., P.C.
FRIDUSS, LUKEE, SCHIFF & CO., P.C. 36-3087225
Certified Public Accountants Mr. Bruce C. Schiff
(773) 777-4445
Chicago, Illinois
January 30, 1998
<PAGE>
[Letterhead]
FRIDUSS, LUKEE, SCHIFF & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
4747 WEST PETERSON AVENUE
CHICAGO, ILLINOIS 60646
(773) 777-4445
FAX (773) 777-6557
INDEPENDENT AUDITOR'S REPORT
To the Partners of HUD Field Office Director
DIVERSEY SQUARE ASSOCIATES II Chicago, Illinois
Chicago, Illinois
We have audited the accompanying balance sheets of DIVERSEY SQUARE ASSOCIATES II
(An Illinois Limited Partnership), Project No. 071-35573, as of December 31,
1996 and 1995, and the related statements of profit and loss, partners' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and generally accepted 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 DIVERSEY SQUARE ASSOCIATES II as of
December 31, 1996 and 1995, 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 the Government Auditing Standards,we have also issued reports
dated January 30, 1997 on compliance with specific requirements applicable to
major HUD programs, compliance with specific requirements applicable to
Affirmative Fair Housing, our consideration of the internal control structure
and on compliance with laws and regulations.
The supporting data included in this report shown on pages 19 through 24 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 same
auditing procedures applied in the audit of the basic financial statements, and
in our opinion, are presented fairly in all material respects in relation to the
basic financial statements taken as a whole.
/s/FRIDUSS, LUKEE, SCHIFF & CO., P.C.
FRIDUSS, LUKEE, SCHIFF & CO., P.C. 36-3087225
Certified Public Accountants Mr. Bruce C. Schiff
(773) 777-4445
Chicago, Illinois
January 30, 1997
<PAGE>
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Partners
Breckenridge Creste Apartments, L.P.
We have audited the accompanying balance sheet of Breckenridge Creste
Apartments, L.P., (a Georgia Limited Partnership), as of December 31, 1997, and
the related statements of changes in partners' equity, 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 present fairly, in
all material respects, the financial position of Breckenridge Creste Apartments,
L.P. as of December 31, 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 supplemental information is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements. Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.
/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Partners
Breckenridge Creste Apartments, L.P.
We have audited the accompanying balance sheet of Breckenridge Creste
Apartments, L.P., (a Georgia Limited Partnership), as of December 31, 1996, and
the related statements of changes in partners' equity, 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 present fairly, in
all material respects, the financial position of Breckenridge Creste Apartments,
L.P. as of December 31, 1996, 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 supplemental information is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements. Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.
/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 24, 1997
<PAGE>
[Letterhead]
[LOGO]
Habif, Arogeti & Wynne, P.C.
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Partners
Breckenridge Creste Apartments, L.P.
We have audited the accompanying balance sheet of Breckenridge Creste
Apartments, L.P., (a Georgia Limited Partnership), as of December 31, 1995 and
the related statements of changes in partners' equity, operations, 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
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 audit provided 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 Breckenridge Creste Apartments,
L.P. as of December 31, 1995, 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 supplemental 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 same
auditing procedures applied in the audit of the basic financial statements.
/s/Habif, Arogeti & Wynne, P.C.
Atlanta, Georgia
January 31, 1996
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC
Englewood, CO
INDEPENDENT AUDITOR'S REPORT
To the Partners of
EDM Housing Associates, Ltd.
Englewood, CO
We have audited the accompanying balance sheet of EDM Housing Associates, Ltd.
(a limited partnership), HUD Project No. 101-94007, as of December 31, 1997 and
the related statements of profit and loss, changes in partners' equity
(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
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 EDM Housing Associates, Ltd., HUD
Project No. 101-94007, as of December 31, 1997, and the results of its
operations and the changes in its partners' equity (deficiency) and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
/s/STARK TINTER & ASSOCIATES
Certified Public Accountants
Financial Consultants
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC
Englewood, CO
INDEPENDENT AUDITOR'S REPORT
To the Partners of
EDM Housing Associates, Ltd.
Englewood, Colorado
We have audited the accompanying balance sheet of EDM Housing Associates, Ltd.
(a limited partnership), HUD Project No. 101-94007, as of December 31, 1996 and
the related statements of profit and loss, changes in partners' equity
(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
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 EDM Housing Associates, Ltd., HUD
Project No. 101-94007, as of December 31, 1996, and the results of its
operations and the changes in its partners' equity (deficiency) and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
/s/STARK TINTER & ASSOCIATES
Certified Public Accountants
Financial Consultants
January 30, 1997
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC
Englewood, CO
INDEPENDENT AUDITOR'S REPORT
To the Partners of
EDM Housing Associates, Ltd.
Englewood, Colorado
We have audited the accompanying balance sheet of EDM Housing Associates, Ltd.
(a limited partnership), HUD Project No. 101-94007, as of December 31, 1995 and
the related statements of profit and loss, changes in partners' equity
(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
and Government Auditing Standards, issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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 audit provided 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 EDM Housing Associates, Ltd., HUD
Project No. 101-94007, as of December 31, 1995, and the results of its
operations and the changes in partners' equity (deficiency) and its cash flows
for the year then ended, in conformity with generally accepted accounting
principles.
/s/STARK TINTER & ASSOCIATES
Certified Public Accountants
Financial Consultants
January 30, 1996
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC
Englewood, CO
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Fox Run Housing Associates, Ltd.
Englewood, Colorado
We have audited the accompanying balance sheet of Fox Run Housing Associates,
Ltd. (a limited partnership), HUD Project No. 115-94018, as of December 31,
1997, and the related statements of profit and loss, changes in partners' equity
(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
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 Fox Run Housing Associates, Ltd.,
HUD Project No. 115-94018, as of December 31, 1997, and the results of its
operations and the changes in its partners' equity (deficiency) and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
/s/STARK TINTER & ASSOCIATES
Certified Public Accountants
Financial Consultants
February 2, 1998
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC
Englewood, CO
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Fox Run Housing Associates, Ltd.
Englewood, Colorado
We have audited the accompanying balance sheet of Fox Run Housing Associates,
Ltd. (a limited partnership), HUD Project No. 115-94018, as of December 31,
1996, and the related statements of profit and loss, changes in partners' equity
(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
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 Fox Run Housing Associates, Ltd.,
HUD Project No. 115-94018, as of December 31, 1996, and the results of its
operations and the changes in its partners' equity (deficiency) and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
/s/STARK TINTER & ASSOCIATES
Certified Public Accountants
Financial Consultants
January 30, 1997
<PAGE>
[Letterhead]
[LOGO]
STARK TINTER & ASSOCIATES, LLC
Englewood, CO
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Fox Run Housing Associates, Ltd.
Englewood, Colorado
We have audited the accompanying balance sheet of Fox Run Housing Associates,
Ltd. (a limited partnership), HUD Project No. 115-94018, as of December 31, 1995
and the related statements of profit and loss, changes in partners' equity
(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
and Government Auditing Standards, issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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 audit provided 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 Fox Run Housing Associates, Ltd.,
HUD Project No. 115-94018, as of December 31, 1995, and the results of its
operations and the changes in partners' equity (deficiency) and its cash flows
for the year then ended, in conformity with generally accepted accounting
principles.
/s/STARK TINTER & ASSOCIATES
Certified Public Accountants
Financial Consultants
January 30, 1996
<PAGE>
[Letterhead]
[LOGO]
Dauby O'Conner & Zaleski
A Limited Liability Company
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Partners
241 Pine Street Associates, L.P.
Manchester, New Hampshire
We have audited the accompanying balance sheet of 241 Pine Street Associates,
L.P., (a New Hampshire Limited Partnership), as of December 31, 1997 and the
related statement of income (loss), 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.
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
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 audit provided 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 241 Pine Street Associates, L.P. as
of December 31, 1997, and the results of its' operations for the year then ended
in conformity with generally accepted accounting principles.
/s/Dauby O'Conner & Zaleski
February 1, 1998 Dauby O'Conner & Zaleski
Carmel, Indiana Certified Public Accountants
<PAGE>
[Letterhead]
[LOGO]
Dauby O'Conner & Zaleski
A Limited Liability Company
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Partners
241 Pine Street Associates, L.P.
Manchester, New Hampshire
We have audited the accompanying balance sheet of 241 Pine Street Associates,
L.P., (a New Hampshire Limited Partnership), as of December 31, 1996 and the
related statement of income (loss), 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.
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
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 audit provided 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 241 Pine Street Associates, L.P. as
of December 31, 1996, and the results of its' operations for the year then ended
in conformity with generally accepted accounting principles.
/s/Dauby O'Conner & Zaleski
January 4, 1996 Dauby O'Conner & Zaleski
Carmel, Indiana Certified Public Accountants
<PAGE>
[Letterhead]
[LOGO]
Dauby O'Conner & Zaleski
A Limited Liability Company
Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Partners
241 Pine Street Associates, L.P.
Manchester, New Hampshire
We have audited the accompanying balance sheet of 241 Pine Street Associates,
L.P., (a New Hampshire Limited Partnership), as of December 31, 1995 and the
related statements of income (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 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
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 audit provided 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 241 Pine Street Associates, L.P. as
of December 31, 1995, and the results of its' operations for the year then ended
in conformity with generally accepted accounting principles.
/s/Dauby O'Conner & Zaleski
January 4, 1996 Dauby O'Conner & Zaleski
Carmel, Indiana Certified Public Accountants
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
INDEPENDENT AUDITORS'REPORT
To the Partners
Brownsville Associates, L.P.
Brownsville, Tennessee
We have audited the accompanying balance sheets of Brownsville Associates, L.P.
(a Missouri limited partnership), Rural Development Case No.: 48-038-431399553
as of December 31, 1997 and 1996, and the related statements of loss, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and with 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 Brownsville Associates, L.P. 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.
In accordance with Government Auditing Standards, we have also issued a report
dated January 21, 1998 on our consideration of Brownsville Associates, L.P.'s
internal control structure and a report dated January 21, 1998 on its compliance
with laws and regulations.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
JANUARY 21, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
INDEPENDENT AUDITORS'REPORT
To the Partners
Brownsville Associates, L.P.
Brownsville, Tennessee
We have audited the accompanying balance sheets of Brownsville Associates, L.P.
(a Missouri limited partnership), Rural Development Case No.: 48-038-431399553
as of December 31, 1996 and 1995, and the related statements of loss, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and with 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 Brownsville Associates, L.P. as
of December 31, 1996 and 1995 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 21, 1997 on our consideration of Brownsville Associates, L.P.'s
internal control structure and a report dated January 21, 1997 on its compliance
with laws and regulations.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
JANUARY 21, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
INDEPENDENT AUDITORS' REPORT
To the Partners
Briarwood Associates II, L.P.
We have audited the accompanying balance sheets of Briarwood Associates II, L.P.
(a Missouri limited Partnership), Rural Development Case No.: 02-027-431303694
as of December 31, 1997 and 1996, and the related statements of loss, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and with 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 Briarwood Associates II, L.P.
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.
In accordance with Government Auditing Standards, we have also issued a report
dated February 2, 1998 on our consideration of Briarwood Associates II, L.P.'s
internal control structure and a report dated February 10, 1998 on its
compliance with laws and regulations.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages
9-11 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
audit 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/Braunsdorf, Carlson and Clinkinbeard, C.P.A.'s, P.A.
Braunsdorf, Carlson and Clinkinbeard, C.P.A.'s,P.A.
TOPEKA, KANSAS
February 2, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
INDEPENDENT AUDITORS' REPORT
To the Partners
Briarwood Associates II, L.P.
We have audited the accompanying balance sheets of Briarwood Associates II, L.P.
(a Missouri limited Partnership), Rural Development Case No.: 02-027-431303694
as of December 31, 1996 and 1995, and the related statements of loss, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and with 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 Briarwood Associates II, L.P.
as of December 31, 1996 and 1995, 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 10, 1997 on our consideration of Briarwood Associates II, L.P.'s
internal control structure and a report dated February 10, 1997 on its
compliance with laws and regulations.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 8-9
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the audit
procedures applied in the 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/Braunsdorf, Carlson and Clinkinbeard, C.P.A.'s, P.A.
Braunsdorf, Carlson and Clinkinbeard, C.P.A.'s,P.A.
TOPEKA, KANSAS
February 10, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Altheimer Associates I, L.P.
Altheimer, Arkansas
We have audited the accompanying balance sheets of Altheimer Associates I, L.P.,
(a Missouri limited Partnership), FmHA Case No.: 03-035-431479737, as of
December 31, 1997 and the related statements of loss, 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.
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 audit provided 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 Altheimer Associates I, L.P. 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/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 3, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Altheimer Associates I, L.P.
Altheimer, Arkansas
We have audited the accompanying balance sheets of Altheimer Associates I, L.P.,
(a Missouri limited Partnership), FmHA Case No.: 03-035-431479737, as of
December 31, 1996 and the related statements of loss, partners' equity and cash
flows for the year ended December 31, 1996. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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
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 audit provided 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 Altheimer Associates I, L.P. as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 3, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Altheimer Associates I, L.P.
Altheimer, Arkansas
We have audited the accompanying balance sheets of Altheimer Associates I, L.P.,
(a Missouri limited Partnership), FmHA Case No.: 03-035-431479737, as of
December 31, 1995 and the related statements of loss, partners' equity and cash
flows for the year ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 audit provided 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 Altheimer Associates I, L.P. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
February 3, 1996
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Bolivar Senior Housing, L.P.
Wayne, Nebraska
We have audited the accompanying balance sheet of Bolivar Senior Housing, L.P.,
(a Missouri limited Partnership), RECD Case No.: 29-084-481063570, as of
December 31, 1997 and the related statements of loss, 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.
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 audit provided 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 Bolivar Senior Housing, L.P. 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/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
January 31, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Bolivar Senior Housing, L.P.
Wayne, Nebraska
We have audited the accompanying balance sheet of Bolivar Senior Housing, L.P.,
(a Missouri limited Partnership), RECD Case No.: 29-084-481063570, as of
December 31, 1996 and the related statements of loss, partners' equity and cash
flows for the year ended December 31, 1996. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our 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
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 audit provided 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 Bolivar Senior Housing, L.P. as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
January 31, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Bolivar Senior Housing, L.P.
Wayne, Nebraska
We have audited the accompanying balance sheet of Bolivar Senior Housing, L.P.,
(a Missouri limited Partnership), RECD Case No.: 29-084-481063570, as of
December 31, 1995 and the related statements of loss, partners' equity and cash
flows for the year ended December 31, 1995. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 audit provided 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 Bolivar Senior Housing, L.P. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard
Braunsdorf, Carlson and Clinkinbeard
TOPEKA, KANSAS
January 31, 1996
<PAGE>
February 2, 1994
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners
Fulton Associates I LP
(A Limited Partnership)
We have audited the accompanying balance sheets of Fulton Associates I LP (A
Limited Partnership), a FmHA Project, 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 Fulton Associates I LP (A
Limited Partnership) 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.
Our audits were for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information as listed in the
table of contents 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 same 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/Crain & Company
CRAIN & COMPANY
Certified Public Accountants
Jackson, Tennessee
January 25, 1998
<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners
Fulton Associates I LP
(A Limited Partnership)
We have audited the accompanying balance sheets of Fulton Associates I LP (A
Limited Partnership), a FmHA Project, as of December 31, 1996 and 1995, 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 Fulton Associates I LP (A
Limited Partnership) as of December 31, 1996 and 1995, 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 for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information as listed in the
table of contents 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 same 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/Crain & Company
CRAIN & COMPANY
Certified Public Accountants
Jackson, Tennessee
February 10, 1997
<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners
Eaglewood VIII LP
(A Limited Partnership)
We have audited the accompanying balance sheets of Eaglewood VIII LP (A Limited
Partnership), a FmHA Project, 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
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 Eaglewood VIII LP (A Limited
Partnership) 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.
Our audits were for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information, as listed in the
table of contents, 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 same 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 26, 1998 on our consideration of the limited partnership's
internal control structure and a report dated February 9, 1998 on its compliance
with laws and regulations
/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants
Jackson, Tennessee
January 26, 1998
<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners
Eaglewood VIII LP
(A Limited Partnership)
We have audited the accompanying balance sheets of Eaglewood VIII LP (A Limited
Partnership), a FmHA Project, as of December 31, 1996 and 1995, 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
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 Eaglewood VIII LP (A Limited
Partnership) as of December 31, 1996 and 1995, 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 for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information, as listed in the
table of contents, 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 same 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 February 11, 1997 on our consideration of the limited partnership's
internal control structure and a report dated February 9, 1996 on its compliance
with laws and regulations
/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants
Jackson, Tennessee
February 11, 1997
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Elver Park Limited Partnership III
Madison, Wisconsin
We have audited the accompanying balance sheets of Elver Park Limited
Partnership III as of December 31, 1997 and 1996, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Elver Park Limited Partnership III
as of December 31, 1997 and 1996, 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/Suby, Von Haden & Associates, S.C.
January 12, 1998
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Elver Park Limited Partnership III
Madison, Wisconsin
We have audited the accompanying balance sheets of Elver Park Limited
Partnership III as of December 31, 1996 and 1995, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Elver Park Limited Partnership III
as of December 31, 1996 and 1995, 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/Suby, Von Haden & Associates, S.C.
January 15, 1997
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Elver Park Limited Partnership II
Madison, Wisconsin
We have audited the accompanying balance sheets of Elver Park Limited
Partnership II as of December 31, 1997 and 1996, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Elver Park Limited Partnership II
as of December 31, 1997 and 1996, 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/Suby, Von Haden & Associates, S.C.
January 13, 1998
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Elver Park Limited Partnership II
Madison, Wisconsin
We have audited the accompanying balance sheets of Elver Park Limited
Partnership II as of December 31, 1996 and 1995, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Elver Park Limited Partnership II
as of December 31, 1996 and 1995, 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/Suby, Von Haden & Associates, S.C.
January 14, 1997
<PAGE>
[Letterhead]
[LOGO]
Robert Ercolini & Company L.L.P.
Certified Public Accountants
Fifty-Five Summer Street
Boston, Massachusetts 02110-1007
Telephone (617) 482-5511
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Blue Mountain Associates Limited Partnership HUD Area Office
Boston, Massachusetts Boston, Massachusetts
We have audited the accompanying balance sheet of Blue Mountain Associates
Limited Partnership (a Massachusetts Limited Partnership), HUD Project No.
023-36609 as of December 31, 1997, and the related statements of profit and
loss (on HUD Form No. 92410), 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
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 Blue Mountain Associates
Limited Partnership as of December 31, 1997, and the results of its operations,
changes in partners' capital, and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 23, 1998 on our consideration of Blue Mountain Associates Limited
Partnership's internal control structure, a report dated January 23, 1998 on its
compliance with laws and regulations, and reports dated January 23, 1998 on its
compliance with specific requirements applicable to HUD Programs.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 16 through 21 and pages 29 through 42) 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 same auditing procedures
applied in the audit of the basic financial statements and, in our opinion, its
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Robert Ercolini & Company LLP
Robert Ercolini & Company L.L.P.
January 24, 1998
<PAGE>
[Letterhead]
[LOGO]
Robert Ercolini & Company L.L.P.
Certified Public Accountants
Fifty-Five Summer Street
Boston, Massachusetts 02110-1007
Telephone (617) 482-5511
Fax (617) 426-5252
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Blue Mountain Associates Limited Partnership HUD Area Office
Boston, Massachusetts Boston, Massachusetts
We have audited the accompanying balance sheet of Blue Mountain Associates
Limited Partnership (a Massachusetts Limited Partnership), HUD Project No.
023-36609 as of December 31, 1996, and the related statements of profit and
loss (on HUD Form No. 92410), 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
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 Blue Mountain Associates
Limited Partnership as of December 31, 1996, and the results of its operations,
changes in partners' capital, and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 23, 1997 on our consideration of Blue Mountain Associates Limited
Partnership's internal control structure, a report dated January 23, 1997 on its
compliance with laws and regulations, and reports dated January 23, 1997 on its
compliance with specific requirements applicable to HUD Programs.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 19) 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 same auditing procedures applied in the
audit of the basic financial statements and, in our opinion, its fairly stated
in all material respects in relation to the basic financial statements taken as
a whole.
/s/ Robert Ercolini & Company LLP
Robert Ercolini & Company L.L.P.
January 23, 1997
<PAGE>
[Letterhead]
[LOGO]
Robert Ercolini & Company
Certified Public Accountants
Fifty-Five Summer Street
Boston, Massachusetts 02110-1007
Telephone (617) 482-5511
Fax (617) 426-5252
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Blue Mountain Associates Limited Partnership HUD Area Office
Boston, Massachusetts Boston, Massachusetts
We have audited the accompanying balance sheet of Blue Mountain Associates
Limited Partnership., (A Massachusetts Limited Partnership), HUD Project No.
023-36609, as of December 31, 1995 and the related statements of profit and
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 audit.
We conducted our audit in accordance with generally accepted auditing standards
and generally accepted Government Auditing Standards issued by the Comptroller
General of the United States. These standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material 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 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 Blue Mountain Associates Limited
Partnership as of December 31, 1995, and its results of operations, changes in
partners' capital, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 26, 1996 on our consideration of Blue Mountain Associates Limited
Partnership's internal control structure, a reports dated January 26, 1996 on
its compliance with laws and regulations, and reports dated January 26, 1996 on
its compliance with specific requirements applicable to HUD Programs.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 14 through 18) 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 same auditing procedures applied in the audit of the
basic financial statements and, in our opinion, are presented fairly in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Robert Ercolini & Company
Robert Ercolini & Company
January 26, 1996
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Partners HUD Field Office Director
Boulevard Commons Limited Partnership Chicago, Illinois
Chicago, Illinois
We have audited the accompanying balance sheet of Boulevard Commons Limited
Partnership II ( a Limited Partnership), as of December 31, 1997, and the
related statements of profit and loss, changes in partners' equity and statement
of cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
These 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 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 BOULEVARD COMMONS LIMITED
PARTNERSHIP II as of December 31, 1997, and its operations, changes in partners'
equity, and its cash flows for the year then ended in conformity with generally
accepted accounting principles.
The accompanying supplementary information (shown on pages 15 to 19) 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 statement and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as whole.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892
January 23, 1998
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Partners HUD Field Office Director
Boulevard Commons Limited Partnership Chicago, Illinois
Chicago, Illinois
We have audited the accompanying balance sheet of Boulevard Commons Limited
Partnership II, Project No. 071-35592, as of December 31, 1996, and the related
statements of
profit and loss, changes in partners' equity and statement of cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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 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 BOULEVARD COMMONS LIMITED
PARTNERSHIP II as of December 31, 1996, and its profit or loss, changes in
partners' equity, and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 1997 on our consideration of Boulevard Commons Limited
Partnership's internal control structure and reports dated January 17, 1997 on
its compliance with specific requirements applicable to Major HUD Programs and
specific requirements applicable to Affirmative Fair Housing.
The accompanying supplementary information (shown on pages 15 to 19) 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 statement and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as whole.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Partners
Boulevard Commons Limited Partnership IIA
Chicago, Illinois
We have audited the accompanying balance sheet of Boulevard Commons Limited
Partnership IIA., (a Limited Partnership) as of December 31, 1997 and the
related statements of profit and loss (HUD-92419), changes in partners' equity
and statement of cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and generally accepted Government Auditing Standards for financial and
compliance audits issued by the Comptroller General of the United States. These
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 audit provided a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the assets, liabilities and partners' equity of BOULEVARD
COMMONS LIMITED Partnership IIA at December 31, 1997, and its operations,
changes in partners' equity, and its cash flows for the year then ended , in
conformity with generally accepted accounting principles.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892
January 17, 1998
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Partners
Boulevard Commons Limited Partnership IIA
Chicago, Illinois
We have audited the accompanying balance sheet of Boulevard Commons Limited
Partnership IIA., (a Limited Partnership) as of December 31, 1996 and the
related statements of profit and loss (HUD-92410), changes in partners' equity
and statement of cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and generally accepted Government Auditing Standards for financial and
compliance audits issued by the Comptroller General of the United States. These
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 audit provided a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the assets, liabilities and partners' equity of BOULEVARD
COMMONS LIMITED Partnership IIA at December 31, 1996, and its operations,
changes in partners' equity, and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT
To the Partners
Boulevard Commons Limited Partnership IIA
Chicago, Illinois
We have audited the balance sheet of Boulevard Commons Limited Partnership IIA.,
(a Limited Partnership) as of December 31, 1995 and the related statements of
profit and loss (HUD-92410), changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and generally accepted Government Auditing Standards for financial and
compliance audits issued by the Comptroller General of the United States. These
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 audit provided a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the assets, liabilities and partners' equity of BOULEVARD
COMMONS LIMITED Partnership IIA at December 31, 1995, and its operations,
changes in partners' equity, and its cash flows for the year then ended,
conformity with generally accepted accounting principles.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD.
Certified Public Accountants
Wimette, Illinois
Illinois Certificate No. 060-002892
January 17, 1996
<PAGE>
[Letterhead]
[LOGO]
Reznick, Fedder & Silverman
Certified Public Accountants
Charlotte, North Carolina
INDEPENDENT AUDITORS' REPORT
To the Partners of
El Jardin of Davie, Ltd.
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of El Jardin of Davie, Ltd. (FHA
Project No. 066-10539-REF) as of December 31, 1997, and the related statements
of profit and loss (HUD Form 92410), changes in partners' capital accounts, and
cash flows for the year then ended. These financial statements are the
responsibility of the management of the partnership. 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 above present fairly, in all
material respects, the financial position of El Jardin of Davie, Ltd. (FHA
Project No. 066-10539-REF) at 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.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the US Department of Housing and
Urban Development ("HUD"), we have also issued a report dated February 24, 1998,
on our consideration of El Jardin of Davie, Ltd.'s internal control structure,
and reports dated February 24, 1998, on its compliance with specific
requirements applicable to major HUD programs and specific requirements
applicable to Affirmative Fair Housing.
<PAGE>
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplementary information shown on
pages 16 to 21 are presented for the purpose of additional analysis and are not
a required part of the basic financial statements of El Jardin of Davie, Ltd.
(FHA Project No. 066-10539-REF). Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is presented fairly in all material respects in relation to the
basic financial statements taken as a whole.
/s/ Reznick, Fedder & Silverman
Certified Public Accountants
Charlotte, North Carolina
January 16, 1998
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
INDEPENDENT AUDITORS' REPORT
To the Partners of
El Jardin of Davie, Ltd.
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of El Jardin of Davie, Ltd. (FHA
Project No. 066-10539-REF) as of December 31, 1996, and the related statements
of profit and loss (HUD Form 92410), changes in partners' capital accounts, and
cash flows for the year then ended. These financial statements are the
responsibility of the management of the partnership. 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 above present fairly, in all
material respects, the financial position of El Jardin of Davie, Ltd. (FHA
Project No. 066-10539-REF) at December 31, 1996, 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 issued by the US Department of Housing and
Urban Development ("HUD"), we have also issued a report dated February 24, 1997,
on our consideration of El Jardin of Davie, Ltd.'s internal control structure,
and reports dated February 24, 1997, on its compliance with specific
requirements applicable to major HUD programs and specific requirements
applicable to Affirmative Fair Housing.
<PAGE>
Our audit was made for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplementary
information shown on pages 16 to 21 are presented for the purpose of additional
analysis and are not a required part of the basic financial statements of El
Jardin of Davie, Ltd. (FHA Project No. 066-10539-REF). Such information has
been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is presented fairly in all material
respects in relation to the basic financial statements taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 24, 1997
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
INDEPENDENT AUDITOR'S REPORT
To the Partners of
El Jardin of Davie, Ltd.
We have audited the accompanying statement of assets, liabilities, and partners'
capital of El Jardin of Davie, Ltd. (the "Partnership"), as of December 31, 1995
and the related statements of revenues and expenses, 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 audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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 audit provides a reasonable basis for our
opinion.
In our opinion the financial statements referred above present fairly, in all
material respects, the financial position of El Jardin of Davie, Ltd. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
this report (shown on pages 11 through 18) 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 same auditing procedures
applied in the audit of the basic financial statements and, in our opinion, are
presented fairly in all material respects in relation to the basic financial
statements taken as a whole.
/s/Coopers & Lybrand L.L.P
Miami, Florida
February 23, 1996
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche
Orlando, Florida
INDEPENDENT AUDITOR'S REPORT
To the General Partner and Limited Partners of
Ashley Place, Ltd.:
We have audited the accompanying balance sheet of Ashley Place, Ltd. (a Florida
Limited Partnership), as of December 31, 1997 and the related statements
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing . 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 audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred above present fairly, in all
material respects, the financial position of Ashley Place, Ltd. (a Florida
Limited Partnership) 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/Deloite & Touche LLP
February 2, 1998
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche
Orlando, Florida
INDEPENDENT AUDITOR'S REPORT
To the General Partner and Limited Partners of
Ashley Place, Ltd.:
We have audited the accompanying balance sheet of Ashley Place, Ltd. (a Florida
Limited Partnership), as of December 31, 1996 and the related statements
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing . 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 audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred above present fairly, in all
material respects, the financial position of Ashley Place, Ltd. (a Florida
Limited Partnership) as of December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/Deloite & Touche LLP
February 2, 1997
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche
Orlando, Florida
INDEPENDENT AUDITOR'S REPORT
To the General Partner and Limited Partners of
Ashley Place, Ltd.:
We have audited the accompanying balance sheet of Ashley Place, Ltd. (a Florida
Limited Partnership), as of December 31, 1995 and the related statements
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing . 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 audit provides a reasonable basis for our opinion.
In our opinion the financial statements referred above present fairly, in all
material respects, the financial position of Ashley Place, Ltd. (a Florida
Limited Partnership) as of December 31, 1995, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/Deloite & Touche LLP
February 2, 1996
<PAGE>
[Letterhead]
[LOGO]
Purkey, Carter, Compton, Swann & Carter, P.L.L.C.
Certified Public Accountants
Morriston, Tennessee 37815
INDEPENDENT AUDITOR'S REPORT
General Partners Mr. Angelo Schioscia, State Coordinator
Partners U.S. Department of Housing and
The Colony Apartments, L.P. Urban Development
1504 Riverview Tower Strom Thurmond Federal Building
900 S. Gay Street 1835-45 Assembly Street. 11th Floor
Knoxville, Tennessee Columbia, South Carolina 29201
We have audited the accompanying balance sheet of The Colony Apartments, L.P.,
FHA Project No. 054-94002-OMC (a limited partnership) as of December 31, 1997,
and the related statements income, changes in partners' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States and the July 1993 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide"), issued by the U.S. Department of Housing and Urban Development,
Office of the Inspector General. 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 The Colony Apartments, L.P as
of December 31, 1997, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.
<PAGE>
General Partners
The Colony Apartments, L.P. Page 2
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 21, 1998, on our
consideration of The Colony Apartments, L.P.'s internal control structure and
reports dated January 21, 1998, on its compliance with specific requirements
applicable to major HUD Programs and specific requirements applicable to
Affirmative Fair Housing.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information included in this
report (shown on pages 26 to 35) is presented for the purpose of additional
analysis and is not a required part of the financial statements of The Colony
Apartments, L.P. Such information has been subjected to the same 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.
We attest that our firm, Purkey, Carter, Compton, Swann & Carter, P.L.L.C. meets
any legal requirements concerning registration by the State of South Carolina.
/s/Purkey, Carter, Compton, Swann & Carter, P.L.L.C.
Purkey, Carter, Compton, Swann & Carter, P.L.L.C.
January 24, 1998
<PAGE>
[Letterhead]
[LOGO]
Purkey, Carter, Compton, Swann & Carter, P.L.L.C.
Certified Public Accountants
Morriston, Tennessee 37815
INDEPENDENT AUDITOR'S REPORT
General Partners Mr. Choice Edward, State Coordinator
Partners U.S. Department of Housing and
The Colony Apartments, L.P. Urban Development
1504 Riverview Tower Strom Thurmond Federal Building
900 S. Gay Street 1835-45 Assembly Street. 11th Floor
Knoxville, Tennessee Columbia, South Carolina 29201
We have audited the accompanying balance sheet of The Colony Apartments, L.P.,
FHA Project No. 054-94002-OMC (a limited partnership) as of December 31, 1996,
and the related statements income, changes in partners' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards, issued by the Comptroller General of the United
States and the July 1993 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide"), issued by the U.S. Department of Housing and Urban Development,
Office of the Inspector General. 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 The Colony Apartments, L.P as
of December 31, 1996, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.
<PAGE>
General Partners
The Colony Apartments, L.P. Page 2
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 21, 1997, on our
consideration of The Colony Apartments, L.P.'s internal control structure and
reports dated January 21, 1997, on its compliance with specific requirements
applicable to major HUD Programs and specific requirements applicable to
Affirmative Fair Housing.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information included in this
report (shown on pages 26 to 35) is presented for the purpose of additional
analysis and is not a required part of the financial statements of The Colony
Apartments, L.P. Such information has been subjected to the same 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.
We attest that our firm, Purkey, Carter, Compton, Swann & Carter, P.L.L.C. meets
any legal requirements concerning registration by the State of South Carolina.
/s/Purkey, Carter, Compton, Swann & Carter, P.L.L.C.
Purkey, Carter, Compton, Swann & Carter, P.L.L.C.
January 21, 1997
<PAGE>
[Letterhead]
[LOGO]
Purkey, Carter, Compton, Swann & Carter
Certified Public Accountants
Morriston, Tennessee 37815
INDEPENDENT AUDITOR'S REPORT
General Partners Mr. Choice Edward, State Coordinator
Partners U.S. Department of Housing and
The Colony Apartments, L.P. Urban Development
1504 Riverview Tower Strom Thurmond Federal Building
900 S. Gay Street 1835-45 Assembly Street. 11th Floor
Knoxville, Tennessee Columbia, South Carolina 29201
We have audited the accompanying balance sheet of The Colony Apartments, L.P.,
FHA Project No. 054-94002-OMC (a limited partnership), as of December 31, 1995
and the related statements income, changes in partners' equity and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards,
Government Auditing Standards issued by the Comptroller General of the United
States and the July 1993 Consolidated Audit Guide for Audits of HUD Programs
(the "Guide"), issued by the U.S. Department of Housing and Urban Development,
Office of the Inspector General. 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 audit provides a
reasonable basis for our opinion.
In our opinion the financial statements referred above present fairly, in all
material respects, the financial position of The Colony Apartments, L.P as of
December 31, 1995, and the results of its operations and the changes in
partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.
<PAGE>
General Partners
The Colony Apartments, L.P. Page 2
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs (the "Guide"), issued by the U.S. Department of
Housing and Urban Development, we have also issued a report dated January 22,
1996 on our consideration of The Colony Apartments, L.P.'s internal control
structure and reports dated January 22, 1996 on its compliance with specific
requirements applicable to major HUD Programs and specific requirements
applicable to Affirmative Fair Housing.
Our audit was conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The supplementary information included in this
report (shown on pages 26 to 35) is presented for purposes of additional
analysis and is not a required part of the financial statements of The Colony
Apartments, L.P. Such information has been subjected to the same 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.
We attest that our firm, Purkey, Carter, Compton, Swann & Carter meets any legal
requirements concerning registration by the State of South Carolina.
/s/Purkey, Carter, Compton, Swann & Carter
Purkey, Carter, Compton, Swann & Carter
January 22, 1996
<PAGE>
[Letterhead]
[LOGO]
LARRY O'DONNELL, CPA, P.C.
Aurora, CO
Partners
Aurora Properties, Ltd.
d/b/a Aurora East Apartments
Aurora, Colorado
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Aurora Properties Ltd. d/b/a
Aurora East Apartments, Project No. 101-10522 (a Limited Partnership) as of
December 31, 1997 and 1996, and the related statements of profit and loss,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company'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 and the Consolidated Audit Guide for Audits of HUD Programs,
issued by the U.S. Department of Housing and Urban Development, Office of
Inspector General in July, 1993. 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 audit provides a reasonable basis for
opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Aurora Properties Ltd., d/b/a
Aurora East Apartments 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.
In accordance with Government Auditing Standards, I have also issued a report
dated February 10, 1998 on my consideration of Aurora Properties Ltd., d/b/a
Aurora East Apartments, internal control structure and reports dated February 3,
1998 on its compliance with laws and regulations applicable to the basic
financial statements and the major HUD program.
/s/ Larry O'Donnell, CPA, PC
Larry O'Donnell, CPA, PC
February 10, 1998
Federal Identification Number 84-1075467
<PAGE>
[Letterhead]
[LOGO]
LARRY O'DONNELL, CPA, P.C.
Aurora, CO
Partners
Aurora Properties, Ltd.
d/b/a Aurora East Apartments
Aurora, Colorado
INDEPENDENT AUDITOR'S REPORT
I have audited the accompanying balance sheets of Aurora Properties Ltd. d/b/a
Aurora East Apartments, Project No. 101-10522 (a Limited Partnership) as of
December 31, 1996 and 1995, and the related statements of profit and loss,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the Company'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 and the Consolidated Audit Guide for Audits of HUD Programs,
issued by the U.S. Department of Housing and Urban Development, Office of
Inspector General in July, 1993. 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 audit provides a reasonable basis for
opinion.
In my opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Aurora Properties Ltd., d/b/a
Aurora East Apartments as of December 31, 1996 and 1995, 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, I have also issued a report
dated February 3, 1997 on my consideration of Aurora Properties Ltd., d/b/a
Aurora East Apartments, internal control structure and reports dated February 3,
1997 on its compliance with laws and regulations applicable to the basic
financial statements and the major HUD program.
/s/ Larry O'Donnell, CPA, PC
Larry O'Donnell, CPA, PC
February 3, 1997
Federal Identification Number 84-1075467
<PAGE>
[Letterhead]
[LOGO]
VMCHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants and Business Advisors
INDEPENDENT AUDITOR'S REPORT
To the Partners
Columbia Townhouse Associates Limited Partnership
Des Moines, Iowa
We have audited the accompanying balance sheets of Columbia Townhouse Associates
Limited Partnership, HUD Project No. 074-35189, as of December 31, 1997 and
1996, and the related statements of profit and loss, partners' capital (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 Columbia Townhouse Associates
Limited Partnership as of December 31, 1997 and
1996, and the results of its operations, changes in partners' capital (deficit)
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 31, 1998, on our
consideration of the Partnership's internal control structure and reports, dated
January 31, 1998, on its compliance with specific requirements applicable to
major HUD Programs and specific requirements applicable to Affirmative Fair
Housing.
As discussed in Note A, the accompanying financial statements have been prepared
assuming that the Partnership will continue as a going concern. As shown in the
financial statements, the Partnership has incurred substantial losses before
depreciation for each of the passed two years. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of classifications of liabilities that might be
necessary in the event the Partnership cannot continue in existence.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
(shown in Section II) is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Columbia Townhouse
Associates Limited Partnership. Such information has been subjected to the same
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to the
basic financial statements taken as a whole.
/s/Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
January 31, 1998
<PAGE>
[Letterhead]
[LOGO]
VMCHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C.
Certified Public Accountants and Business Advisors
INDEPENDENT AUDITOR'S REPORT
To the Partners
Columbia Townhouse Associates Limited Partnership
Des Moines, Iowa
We have audited the accompanying balance sheets of Columbia Townhouse Associates
Limited Partnership, HUD Project No. 074-35189, as of December 31, 1996 and
1995, and the related statements of profit and loss, partners' capital (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 Columbia Townhouse Associates
Limited Partnership as of December 31, 1996 and
1995, and the results of its operations, changes in partners' capital (deficit)
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 31, 1997, on our
consideration of the Partnership's internal control structure and reports, dated
January 31, 1997, on its compliance with specific requirements applicable to
major HUD Programs and specific requirements applicable to Affirmative Fair
Housing.
As discussed in Note A, the accompanying financial statements have been prepared
assuming that the Partnership will continue as a going concern. As shown in the
financial statements, the Partnership has incurred substantial losses before
depreciation for each of the passed two years. The financial statements do not
include any adjustments relating to the recoverability and classification of
recorded assets, or the amounts of classifications of liabilities that might be
necessary in the event the Partnership cannot continue in existence.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
(shown in Section II) is presented for the purpose of additional analysis and is
not a required part of the basic financial statements of Columbia Townhouse
Associates Limited Partnership. Such information has been subjected to the same
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, are presented fairly in all material respects in relation to the
basic financial statements taken as a whole.
/s/Vroman, McGowen, Hurst, Clark & Smith, P.C.
Des Moines, Iowa
January 31, 1997
Other auditor information:
Lead Auditor - Michael W. McNichols
Federal ID Number- 42-1104473
<PAGE>
[Letterhead]
[LOGO]
Fishbein & Company
Certified Public Accountants February 5, 1998
Elkins Park, PA
INDEPENDENT AUDITOR'S REPORT
Partners
Admiral Housing Limited Partnership
We have audited the accompanying balance sheets of ADMIRAL HOUSING LIMITED
PARTNERSHIP, as of December 31, 1997 and 1996 and the related statements
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provides a reasonable basis for our opinion.
In our opinion the financial statements referred to above present fairly, in all
material respects, the financial position of Admiral Housing Limited Partnership
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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
this report (shown on pages 10 and 11) 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 financial statements
taken as a whole.
/s/Fishbein & Company P.C.
<PAGE>
[Letterhead]
[LOGO]
Fishbein & Company
Certified Public Accountants January 31, 1997
Elkins Park, PA
INDEPENDENT AUDITOR'S REPORT
Partners
Admiral Housing Limited Partnership
We have audited the accompanying balance sheets of ADMIRAL HOUSING LIMITED
PARTNERSHIP, as of December 31, 1996 and 1995 and the related statements
operations, partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 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 Admiral Housing Limited Partnership
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
this report (shown on pages 9 and 10) 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 financial statements
taken as a whole.
/s/Fishbein & Company P.C.
<PAGE>
[Letterhead]
[LOGO]
HALBERT, KATZ & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Philadelphia, PA
INDEPENDENT AUDITOR'S REPORT
To the Partners
Georgetown Associates II, L.P.
Wilmington, Delaware
We have audited the accompanying balance sheets of Georgetown Associates II,
L.P., as of December 31, 1997 and December 31, 1996, and the related statements
of loss, partners' capital (capital deficiency) 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. 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 Georgetown Associates II, L.P.,
as of December 31, 1997 and December 31, 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 basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 13 through 15) is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements of Georgetown Associates II, L.P. Such information has been subjected
to the same 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 financial statements taken as a whole.
/s/Halbert, Katz & Co., P.C.
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
HALBERT, KATZ & CO., P.C.
CERTIFIED PUBLIC ACCOUNTANTS
Philadelphia, PA
INDEPENDENT AUDITOR'S REPORT
To the Partners
Georgetown Associates II, L.P.
Wilmington, Delaware
We have audited the accompanying balance sheets of Georgetown Associates II,
L.P., as of December 31, 1996 and December 31, 1995, and the related statements
of loss, partners' capital (capital deficiency) 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. 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 Georgetown Associates II, L.P.,
as of December 31, 1996 and December 31, 1995, and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on pages 12 through 14) is presented for the purpose of
additional analysis and is not a required part of the basic financial
statements of Georgetown Associates II, L.P. Such information has been subjected
to the same 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 financial statements taken as a whole.
/s/Halbert, Katz & Co., P.C.
January 30, 1997
<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners
Lexington Associates, I LP
(A Limited Partnership)
We have audited the accompanying balance sheets of Lexington Associates, I LP (A
Limited Partnership), a FmHA Project, 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 Lexington Associates I LP (A
Limited Partnership) 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.
Our audits were for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information as listed in the
table of contents 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 same 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 26, 1998 on our consideration of the limited partnership's
internal control structure and a report dated January 26, 1998 on its compliance
with laws and regulations
/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants
Jackson, Tennessee
January 26, 1998
<PAGE>
[Letterhead]
[LOGO]
CRAIN
& COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners
Lexington Associates, I LP
(A Limited Partnership)
We have audited the accompanying balance sheets of Lexington Associates, I LP (A
Limited Partnership), a FmHA Project, as of December 31, 1996 and 1995, 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 Lexington Associates I LP (A
Limited Partnership) as of December 31, 1996 and 1995, 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 for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary information as listed in the
table of contents 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 same 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 February 12, 1997 on our consideration of the limited partnership's
internal control structure and a report dated February 12, 1997 on its
compliance with laws and regulations
/s/Crain & Company
CRAIN & COMPANY
Certified Public Accountants
Jackson, Tennessee
February 12, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Longview Apartments, L.P.
Humboldt, Kansas
We have audited the accompanying balance sheet of Longview Apartments, L.P. (a
Kansas limited partnership), RECD Case No.: 18-001-431454412, as of December 31,
1997 and the related statements of loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Longview Apartments, L.P. 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/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
January 31, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Longview Apartments, L.P.
Humboldt, Kansas
We have audited the accompanying balance sheet of Longview Apartments, L.P. (a
Kansas limited partnership), RECD Case No.: 18-001-431454412, as of December 31,
1996 and the related statements of loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Longview Apartments, L.P. as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
January 31, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Longview Apartments, L.P.
Humboldt, Kansas
We have audited the accompanying balance sheet of Longview Apartments, L.P. (a
Kansas limited partnership), RECD Case No.: 18-001-431454412, as of December 31,
1995 and the related statements of loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Longview Apartments, L.P. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
January 31, 1996
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Missouri Rural Housing of Oak Grove, L.P.
Oak Grove, Missouri
We have audited the accompanying balance sheet of Missouri Rural Housing of Oak
Grove, L.P. (a Missouri limited partnership), as of December 31, 1997 and the
related statements of loss, partners' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Missouri Rural Housing of Oak
Grove, L.P. 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/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 9, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Missouri Rural Housing of Oak Grove, L.P.
Oak Grove, Missouri
We have audited the accompanying balance sheet of Missouri Rural Housing of Oak
Grove, L.P. (a Missouri limited partnership), as of December 31, 1996 and the
related statements of loss, partners' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Missouri Rural Housing of Oak
Grove, L.P. as of December 31, 1996, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 9, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Missouri Rural Housing of Oak Grove, L.P.
Oak Grove, Missouri
We have audited the accompanying balance sheet of Missouri Rural Housing of Oak
Grove, L.P. (a Missouri limited partnership), as of December 31, 1995 and the
related statements of loss, partners' equity and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Missouri Rural Housing of Oak
Grove, L.P. as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 9, 1996
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Smithville Rural Housing, A Limited Partnership
Wayne, Nebraska
We have audited the accompanying balance sheet of Smithville Rural Housing, A
Limited Partnership (a Missouri limited partnership), RECD Case No:
29-024-480975973 as of December 31, 1997 and the related statements of loss,
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Smithville Rural Housing, A Limited
Partnership 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/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 7, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Smithville Rural Housing, A Limited Partnership
Wayne, Nebraska
We have audited the accompanying balance sheet of Smithville Rural Housing, A
Limited Partnership (a Missouri limited partnership), RECD Case No:
29-024-480975973 as of December 31, 1996 and the related statements of loss,
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Smithville Rural Housing, A Limited
Partnership as of December 31, 1996 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 7, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Smithville Rural Housing, A Limited Partnership
Wayne, Nebraska
We have audited the accompanying balance sheet of Smithville Rural Housing, A
Limited Partnership (a Missouri limited partnership), RECD Case No:
29-024-480975973 as of December 31, 1995 and the related statements of loss,
partners' equity and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Smithville Rural Housing, A Limited
Partnership as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 7, 1996
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Westgate Associates I, L.P.
Perryville, Arkansas
We have audited the accompanying balance sheet of Westgate Associates I, L.P. (a
Missouri limited partnership), FmHA Case No: 03-053-431477863 as of December 31,
1997 and the related statements of loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Westgate Associates I, L.P. 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/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 6, 1998
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Westgate Associates I, L.P.
Perryville, Arkansas
We have audited the accompanying balance sheet of Westgate Associates I, L.P. (a
Missouri limited partnership), FmHA Case No: 03-053-431477863 as of December 31,
1996 and the related statements of loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Westgate Associates I, L.P. as of
December 31, 1996, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 6, 1997
<PAGE>
[Letterhead]
[LOGO]
BCC
Braunsdorf, Carlson and Clinkinbeard
CERTIFIED PUBLIC ACCOUNTANTS
A PROFESSIONAL ASSOCIATION
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Westgate Associates I, L.P.
Perryville, Arkansas
We have audited the accompanying balance sheet of Westgate Associates I, L.P. (a
Missouri limited partnership), FmHA Case No: 03-053-431477863 as of December 31,
1995 and the related statements of loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
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 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 Westgate Associates I, L.P. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
/s/Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
Braunsdorf, Carlson and Clinkinbeard, CPA's, P.A.
TOPEKA, KANSAS
February 6, 1996
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Tucson Trails Limited Partnership I
Madison, Wisconsin
We have audited the accompanying balance sheets of Tucson Trails Limited
Partnership I as of December 31, 1997 and 1996, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Tucson Trails Limited Partnership I
as of December 31, 1997 and 1996, 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/Suby, Von Haden & Associates, S.C.
January 12, 1998
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Tucson Trails Limited Partnership I
Madison, Wisconsin
We have audited the accompanying balance sheets of Tucson Trails Limited
Partnership I as of December 31, 1996 and 1995, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Tucson Trails Limited Partnership I
as of December 31, 1996 and 1995, 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/Suby, Von Haden & Associates, S.C.
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Tucson Trails Limited Partnership II
Madison, Wisconsin
We have audited the accompanying balance sheets of Tucson Trails Limited
Partnership II as of December 31, 1997 and 1996, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Tucson Trails Limited Partnership
II as of December 31, 1997 and 1996, 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/Suby, Von Haden & Associates, S.C.
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
Suby, Von Haden
& Associates, S.C.
CERTIFIED PUBLIC ACCOUNTANTS
Business and Management Consultants
Madision, WI
INDEPENDENT AUDITOR'S REPORT
To the Partners
Tucson Trails Limited Partnership II
Madison, Wisconsin
We have audited the accompanying balance sheets of Tucson Trails Limited
Partnership II as of December 31, 1996 and 1995, and the related statements of
loss, partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 above present fairly, in all
material respects, the financial position of Tucson Trails Limited Partnership
II as of December 31, 1996 and 1995, 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/Suby, Von Haden & Associates, S.C.
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS
To the Partners of
Walker Woods Partners, L.P.
Dover, Delaware 19901
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of Walker Woods Partners, L.P.
as of December 31, 1997 and 1996, and the statements of income, cash flows and
owners' equity and 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 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 above present fairly, in all
material respects, the financial position of Walker Woods Partners, L.P. as of
December 31, 1997 and 1996, and the results of its operations and its cash flows
and owners' equity for the years then ended in conformity with generally
accepted accounting principles.
/s/Patterson & Kelly, P.A.
Patterson & Kelly, P.A.
Dover, Delaware
February 12, 1998
<PAGE>
[Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS
To the Partners of
Walker Woods Partners, L.P.
Dover, Delaware 19901
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of Walker Woods Partners, L.P.
as of December 31, 1996 and 1995, and the statements of income, cash flows and
owners' equity and 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 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 above present fairly, in all
material respects, the financial position of Walker Woods Partners, L.P. as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
and owners' equity for the years then ended in conformity with generally
accepted accounting principles.
/s/Patterson & Kelly, P.A.
Patterson & Kelly, P.A.
Dover, Delaware
February 15, 1997
<PAGE>
[Letterhead]
[LOGO]
Reznick, Fedder & Silverman
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Waterfront Limited Partnership:
We have audited the accompanying balance sheet (on DHCR Form No.: HAA-77.2) of
Waterfront Limited Partnership, DHCR No.: UDC-13 as of December 31, 1997 and the
related statements of income and expenses (on DHCR Form No. HAA-77-3a),
partners' (deficiency) and cash flows as of 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 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 audit provides a reasonable basis for our
opinion.
In our opinion, the 1997 financial statements referred to above present fairly,
in all material respects, the financial position of Waterfront Limited
Partnership, DHCR No.: UDC-13, as of December 31, 1997, and the results of its
operations, the changes in partners' (deficiency) and cash flows for the year
then ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 6 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 8. 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 a report
dated January 30, 1998 on our consideration of Waterfront Limited Partnership's
internal control structure and a report dated January 30, 1998 on its compliance
with laws and regulations.
/s/Reznick, Fedder & Silverman
Boston, Massachusetts
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Waterfront Limited Partnership:
We have audited the accompanying balance sheet (on DHCR Form No.: HAA-77.2) of
Waterfront Limited Partnership, DHCR No.: UDC-13 as of December 31, 1996 and the
related statements of income and expenses (on DHCR Form No. HAA-77-3a),
partners' (deficiency) and cash flows as of December 31, 1996. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 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 audit provides a reasonable basis for our
opinion.
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the financial position of Waterfront Limited
Partnership, DHCR No.: UDC-13, as of December 31, 1996, and the results of its
operations, the changes in partners' (deficiency) and cash flows for the year
then ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 8 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 8. 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 a report
dated February 10, 1997 on our consideration of Waterfront Limited Partnership's
internal control structure and a report dated February 10, 1997 on its
compliance with laws and regulations.
/s/Coopers & Lybrand L.L.P
Boston, Massachusetts
February 10, 1997
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Waterfront Limited Partnership:
We have audited the accompanying balance sheet (on DHCR Form No.: HAA-77.2) of
Waterfront Limited Partnership, DHCR No.: UDC-13 as of December 31, 1995 and the
related statements of income and expenses (on DHCR Form No. HAA-77-3a),
partners' (deficiency) and cash flows as of December 31, 1995. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Waterfront Limited Partnership, DHCR No.:
UDC-13 as of December 31, 1994 were audited by other auditors whose report
thereon dated January 31, 1995 expressed an unqualified opinion on those
financial statements.
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 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 audit provide a reasonable basis for our
opinion.
In our opinion, the 1995 financial statements referred to above present fairly,
in all material respects, the financial position of Waterfront Limited
Partnership, DHCR No.: UDC-13, as of December 31, 1995, and the results of its
operations, changes in partners' (deficiency) and cash flows for the year then
ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 7 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 7. 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 a report
dated February 6, 1996 on our consideration of Waterfront Limited Partnership's
internal control structure and a report dated February 6, 1996 on its compliance
with laws and regulations.
/s/Coopers & Lybrand L.L.P
Boston, Massachusetts
February 6, 1996
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
Independent Auditors' Report
To the Partners of
West Dade, Ltd.
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of West Dade, Ltd.(FHA Project
No. 066-94021) as of December 31, 1997, and the related statements of
profit and loss (HUD Form 92410), changes in partners' capital accounts, and
cash flows for the year then ended. These financial statements are the
responsibility of the management of the partnership. 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 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 West Dade, Ltd. (FHA Project No.
066-94021) at 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.
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 ("HUD"), we have also issued a report dated February 5, 1998,
on our consideration of West Dade, Ltd.'s internal control structure, and
reports dated February 5, 1998, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.
<PAGE>
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplemental information shown on
pages 17 to 22 are presented for the purpose of additional analysis and are not
a required part of the basic financial statements of West Dade, Ltd. (FHA
Project No. 066-94021). 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 financial
statements taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 5, 1998
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
Independent Auditors' Report
To the Partners of
West Dade, Ltd.
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of West Dade, Ltd.(FHA Project
No. 066-94021) as of December 31, 1996, and the related statements of
profit and loss (HUD Form 92410), changes in partners' capital accounts, and
cash flows for the year then ended. These financial statements are the
responsibility of the management of the partnership. 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 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 West Dade, Ltd. (FHA Project No.
066-94021) at December 31, 1996, 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 issued by the U.S. Department of Housing and
Urban Development ("HUD"), we have also issued a report dated January 31, 1997,
on our consideration of West Dade, Ltd.'s internal control structure, and
reports dated January 31, 1997, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing. <PAGE> Our audit was made for the purpose of forming
an opinion on the basic financial statements taken as a whole. The accompanying
supplemental information shown on pages 17 to 22 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements of West Dade, Ltd. (FHA Project No. 066-94021). 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 financial statements taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
January 31, 1997
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
Independent Auditors' Report
West Dade, Ltd.
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of West Dade, Ltd. (A Limited
Partnership) (FHA Project No. 066-94021) as of December 31, 1995, and the
related statements of profit and loss (HUD Form 92410), changes in partners'
capital accounts, and cash flows for the year then ended. These financial
statements are the responsibility of the management of the partnership. 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 audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit also 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 West Dade, Ltd. (FHA Project No.
066-94021) as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supporting schedules and data shown on pages 15
through 29 are presented for the purposes of additional analysis and is not a
required part of the basic financial statements of West Dade, Ltd. (FHA Project
No. 066-94021). 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 financial statements
taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
January 26, 1996
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
Independent Auditors' Report
To the Partners of
West Dade, Ltd. II
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of West Dade, Ltd. II (FHA
Project No. 066-94022) as of December 31, 1997, and the related statements of
profit and loss (HUD Form 92410), changes in partners' capital accounts, and
cash flows for the year then ended. These financial statements are the
responsibility of the management of the partnership. 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 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 West Dade, Ltd. II (FHA Project No.
066-94022) at 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.
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 ("HUD") we have also issued a report dated February 6, 1998 on
our consideration of West Dade, Ltd. II's internal control structure, and
reports dated February 6, 1998, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing.
<PAGE>
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplementary information shown on
pages 17 to 22 are presented for the purpose of additional analysis and are not
a required part of the basic financial statements of West Dade, Ltd. II (FHA
Project No. 066-94022). 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 financial
statements taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 6, 1998
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
Independent Auditors' Report
To the Partners of
West Dade, Ltd. II
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of West Dade, Ltd. II (FHA
Project No. 066-94022) as of December 31, 1996, and the related statements of
profit and loss (HUD Form 92410), changes in partners' capital accounts, and
cash flows for the year then ended. These financial statements are the
responsibility of the management of the partnership. 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 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 West Dade, Ltd. II (FHA Project No.
066-94022) at December 31, 1996, 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 issued by the U.S. Department of Housing and
Urban Development ("HUD") we have also issued a report dated January 31, 1997 on
our consideration of West Dade, Ltd. II's internal control structure, and
reports dated January 31, 1997, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to
Affirmative Fair Housing. <PAGE> Our audit was made for the purpose of forming
an opinion on the basic financial statements taken as a whole. The accompanying
supplementary information shown on pages 17 to 22 are presented for the purpose
of additional analysis and are not a required part of the basic financial
statements of West Dade, Ltd. II (FHA Project No. 066-94022). 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 financial statements taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
January 31, 1997
<PAGE>
[Letterhead]
[LOGO]
BDO Seidman, LLP
Accountants and Consultants
Independent Auditors' Report
West Dade, Ltd. II
(A Limited Partnership)
Miami, Florida
We have audited the accompanying balance sheet of West Dade, Ltd. II (A Limited
Partnership) (FHA Project No. 066-94022) as of December 31, 1995, and the
related statements of profit and loss (HUD Form 92410), changes in partners'
capital accounts, and cash flows for the year then ended. These financial
statements are the responsibility of the management of the partnership. 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 audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit also 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 West Dade, Ltd. II (FHA Project No.
066-94022) as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended, in conformity with generally accepted
accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supporting schedules and data shown on pages 16
through 30 are presented for the purposes of additional analysis and is not a
required part of the basic financial statements of West Dade, Ltd. II (FHA
Project No. 066-94022). 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 financial
statements taken as a whole.
/s/BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
January 26, 1996
<PAGE>
[Letterhead]
[LOGO]
CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C. A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
Rochester, NY
INDEPENDENT AUDITORS' REPORT
To the Partners of
Wood Creek Associates
We have audited the balance sheets of Wood Creek Associates (A New York 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 Wood Creek
Associates' 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 Wood Creek Associates as of December
31, 1997 and 1996, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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 financial
statements taken as a whole.
/s/CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C.
February 4, 1998
<PAGE>
[Letterhead]
[LOGO]
CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C. A Professional Corporation
CERTIFIED PUBLIC ACCOUNTANTS
Rochester, NY
INDEPENDENT AUDITORS' REPORT
To the Partners of
Wood Creek Associates
We have audited the balance sheets of Wood Creek Associates (A New York Limited
Partnership) as of December 31, 1996 and 1995, 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 Wood Creek
Associates' 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 Wood Creek Associates as of December
31, 1996 and 1995, and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information 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 financial
statements taken as a whole.
/s/CHAPMAN, COLLINS, AGOSTINELLI & SHAW, P.C.
January 31, 1997
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation
INDEPENDENT AUDITORS' REPORT
To the Partners
Westwood Manor Limited Dividend Housing
Association Limited Partnership
We have audited the accompanying balance sheet of Westwood Manor Limited
Dividend Housing Association Limited Partnership as of December 31, 1997, and
the related statements of profit and loss (on HUD Form No. 92410), partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 Westwood Manor Limited Dividend
Housing Association Limited Partnership as of December 31, 1997, and the results
of its operations, the changes in partners' equity and 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 though 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
financial statements taken as a whole.
<PAGE>
In accordance with Government Auditing Standards and the " Consolidated Audit
Guide for Audits of HUD Programs, we have also issued reports dated February 5,
1998 on our consideration of Westwood Manor Limited Dividend Housing
Association Limited Partnership's internal control structure and on its
compliance with specific requirements applicable to major HUD Programs,
affirmative fair housing, and laws and regulations applicable to the financial
statements.
/s/Reznick Fedder & Silverman
Bethesda, Maryland Federal Employer
February 5, 1998 Identification Number:
52-1088612
Audit Principal: Renee G. Scruggs
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation
INDEPENDENT AUDITORS' REPORT
To the Partners
Westwood Manor Limited Dividend Housing
Association Limited Partnership
We have audited the accompanying balance sheet of Westwood Manor Limited
Dividend Housing Association Limited Partnership as of December 31, 1996, and
the related statements of profit and loss (on HUD Form No. 92410), partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 Westwood Manor Limited Dividend
Housing Association Limited Partnership as of December 31, 1996, and the results
of its operations, the changes in partners' equity and 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 though 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
financial statements taken as a whole.
<PAGE>
In accordance with Government Auditing Standards and the " Consolidated Audit
Guide for Audits of HUD Programs, we have also issued reports dated February 14,
1997 on our consideration of Westwood Manor Limited Dividend Housing
Association Limited Partnership's internal control structure and on its
compliance with specific requirements applicable to major HUD Programs,
affirmative fair housing, and laws and regulations applicable to the financial
statements.
/s/Reznick Fedder & Silverman
Bethesda, Maryland Federal Employer
February 14, 1997 Identification Number:
52-1088612
Audit Principal: Renee G. Scruggs
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation
INDEPENDENT AUDITORS' REPORT
To the Partners
Westwood Manor Limited Dividend Housing
Association Limited Partnership
We have audited the accompanying balance sheet of Westwood Manor Limited
Dividend Housing Association Limited Partnership as of December 31, 1995, and
the related statements of profit and loss (on HUD Form No. 92410), partners'
equity and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. 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 also 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 Westwood Manor Limited Dividend
Housing Association Limited Partnership as of December 31, 1995, and the results
of its operations, the changes in partners' equity 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 19 though 24
is presented for the purposes of additional analysis and is not a required part
of the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also issued reports
dated February 2, 1996 on our consideration of Westwood Manor Limited Dividend
Housing Association Limited Partnership's internal control structure and on its
compliance with specific requirements applicable to major HUD Programs,
affirmative fair housing, and laws and regulations applicable to the financial
statements.
/s/Reznick Fedder & Silverman
Bethesda, Maryland Federal Employer
February 2, 1996 Identification Number:
52-1088612
Audit Principal: Renee G. Scruggs
<PAGE>
[Letterhead]
[LOGO]
Pannell Kerr Forster PC
Certified Public Accountants
Boston, MA
Independent Auditors' Report
To the Partners
Pleasant Plaza Housing Limited Partnership
We have audited the accompanying balance sheet of Pleasant Plaza Housing Limited
Partnership, MHFA Project No: 85-004, as of December 31, 1997 and the related
statements of loss, changes in partners' equity (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
and Government Auditing Standards, issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pleasant Plaza Housing Limited
Partnership at 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.
In accordance with Government Auditing Standards, we have also issued a report
dated February 8, 1998, on our consideration of Pleasant Plaza Housing Limited
Partnership's internal control structure, and a report dated February 9, 1998 on
its compliance with laws and regulations.
/s/Pannell Kerr Forster PC
February 8, 1998
<PAGE>
[Letterhead]
[LOGO]
Pannell Kerr Forster PC
Certified Public Accountants
Boston, MA
Independent Auditors' Report
To the Partners
Pleasant Plaza Housing Limited Partnership
We have audited the accompanying balance sheet of Pleasant Plaza Housing Limited
Partnership, MHFA Project No: 85-004, as of December 31, 1996 and the related
statements of loss, changes in partners' equity (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
and Government Auditing Standards, issued by the Comptroller General of the
United States. These standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Pleasant Plaza Housing Limited
Partnership at December 31, 1996 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also issued a report
dated February 9, 1997, on our consideration of Pleasant Plaza Housing Limited
Partnership's internal control structure, and a report dated February 9, 1997 on
its compliance with laws and regulations.
/s/Pannell Kerr Forster PC
February 9, 1997
<PAGE>
[Letterhead]
[LOGO]
Pannell Kerr Forster PC
Certified Public Accountants
Boston, MA
Independent Auditors' Report
To the Partners
Pleasant Plaza Housing Limited Partnership
We have audited the accompanying balance sheet of Pleasant Plaza Housing Limited
Partnership, MHFA Project No: 85-004-5, as of December 31, 1995, and the related
statements of loss, changes in partners' equity (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
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 also 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 Pleasant Plaza Housing Limited
Partnership at December 31, 1995, and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also issued reports
dated February 9, 1996 on our consideration of Pleasant Plaza Housing Limited
Partnership's internal control structure, and a report dated February 9, 1996 on
its compliance with laws and regulations.
/s/Pannell Kerr Forster PC
February 9, 1996
<PAGE>
[Letterhead]
[LOGO]
Reznick, Fedder & Silverman
INDEPENDENT AUDITORS' REPORT
To the Partners of Shoreline Limited Partnership:
We have audited the accompanying balance sheet (on DHCR Form No.: HAA-77.2) of
Shoreline Limited Partnership, DHCR No.: UDC-03, as of December 31, 1997, and
the related statements of income and expenses (on DHCR Form No. HAA-77-3a),
partners' capital deficit and cash flows for the year then 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.
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 audit provides a reasonable basis for our opinion.
In our opinion, the 1997 financial statements referred to above present fairly,
in all material respects, the financial position of Shoreline Limited
Partnership, DHCR No.: UDC-03 as of December 31, 1997, and the results of its
operations, changes in partners' capital deficit, 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 8 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 8. 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 a report
dated February 10, 1998 on our consideration of Shoreline Limited Partnership's
internal control structure and a report dated February 10, 1998 on its
compliance with laws and regulations.
/s/Reznick, Fedder & Silverman
Boston, Massachusetts
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Shoreline Limited Partnership:
We have audited the accompanying balance sheet (on DHCR Form No.: HAA-77.2) of
Shoreline Limited Partnership, DHCR No.: UDC-03, as of December 31, 1996, and
the related statements of income and expenses (on DHCR Form No. HAA-77-3a),
partners' capital deficit and cash flows for the year then ended December 31,
1996. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our 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
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 audit provides a reasonable basis for our opinion.
In our opinion, the 1996 financial statements referred to above present fairly,
in all material respects, the financial position of Shoreline Limited
Partnership, DHCR No.: UDC-03 as of December 31, 1996, and the results of its
operations, changes in partners' capital deficit, 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 8 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 8. 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 a report
dated February 10, 1997 on our consideration of Shoreline Limited Partnership's
internal control structure and a report dated February 10, 1997 on its
compliance with laws and regulations.
/s/Coopers & Lybrand L.L.P
Boston, Massachusetts
February 10, 1997
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of Shoreline Limited Partnership:
We have audited the accompanying balance sheet (on DHCR Form No.: HAA-77.2) of
Shoreline Limited Partnership, DHCR No.: UDC-03 as of December 31, 1995 and the
related statements of income and expenses (on DHCR Form No. HAA-77-3a),
partners' capital deficit and cash flows for the year then ended December 31,
1995. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit. The financial statements of Shoreline Limited
Partnership, DHCR No.: UDC-03 as of December 31, 1994 were audited by other
auditors whose report thereon dated January 28, 1995 expressed an unqualified
opinion on those financial 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
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 audit provides a reasonable basis for our opinion.
In our opinion, the 1995 financial statements referred to above present fairly,
in all material respects, the financial position of Shoreline Limited
Partnership, DHCR No.: UDC-03, as of December 31, 1995, and the results of its
operations, changes in partners' capital deficit and cash flows for the year
then ended in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note 7 to the
financial statements, the Partnership has experienced recurring operating losses
and working capital deficiencies that raise substantial doubt about its ability
to continue as a going concern. Management's plan in regard to these matters are
also described in Note 7. 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 a report
dated February 6, 1996 on our consideration of Shoreline Limited Partnership's
internal control structure and a report dated February 6, 1996 on its compliance
with laws and regulations.
/s/Coopers & Lybrand L.L.P
Boston, Massachusetts
February 6, 1996
<PAGE>
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants
[Letterhead]
[LOGO]
MILLER, MAYER, SULLIVAN & STEVENS LLP
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners Rural Development
Poplar Village, Ltd. London, Kentucky
We have audited the accompanying balance sheets of Poplar Village, Ltd., (a
limited partnership) Case No. 20-048-611170806, as of December 31, 1997 and 1996
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards and the standards for 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 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 Poplar Village, Ltd. 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.
In accordance with Government Auditing Standards, we have also issued reports
dated January 29, 1998 on our consideration of Poplar Village, Ltd. 's internal
control structure and compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental data included in this
report 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 presented fairly, in all material respects, in relation
to the financial statements taken as a whole.
/s/Miller, Mayer, Sullivan, & Stevens
Lexington, Kentucky
January 29, 1998
<PAGE>
[Letterhead]
[LOGO]
MILLER, MAYER, SULLIVAN & STEVENS LLP
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners Rural Development
Poplar Village, Ltd. London, Kentucky
We have audited the accompanying balance sheets of Poplar Village, Ltd., (a
limited partnership) Case No. 20-048-611170806, as of December 31, 1996 and 1995
and the related statements of operations, changes in partners' equity (deficit),
and cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audit in accordance with generally accepted auditing
standards and the standards for 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 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 Poplar Village, Ltd. as of
December 31, 1996 and 1995, 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 reports
dated January 31, 1997 on our consideration of Poplar Village, Ltd. 's internal
control structure and compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental data included in this
report 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 presented fairly, in all material respects, in relation
to the financial statements taken as a whole.
/s/Miller, Mayer, Sullivan, & Stevens
Lexington, Kentucky
January 31, 1997
<PAGE>
[Letterhead]
[LOGO]
JOSEPH B. COHAN
& ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners of
South Holyoke Housing Limited Partnership
We have audited the accompanying balance sheet of South Holyoke Housing Limited
Partnership as of December 31, 1997 and the related statements of income,
changes in partners' equity (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
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 also 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 South Holyoke Housing Limited
Partnership as of December 31, 1997, 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.
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 7, 1996 on our
consideration of South Holyoke Housing Limited Partnership's internal control,
and reports dated February 7, 1998 on its compliance with laws and regulations
and specific requirements applicable to nonmajor HUD program transactions.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 11 to 21 is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/Joseph B. Cohan & Assoc PC
Worcester, Massachusetts
February 7, 1998
<PAGE>
[Letterhead]
[LOGO]
JOSEPH B. COHAN
& ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners of
South Holyoke Housing Limited Partnership
We have audited the accompanying balance sheet of South Holyoke Housing Limited
Partnership as of December 31, 1996 and the related statements of income,
changes in partners' equity (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
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 also 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 South Holyoke Housing Limited
Partnership as of December 31, 1996, 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.
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 7, 1997 on our
consideration of South Holyoke Housing Limited Partnership's internal control,
and reports dated February 7, 1997 on its compliance with laws and regulations
and specific requirements applicable to nonmajor HUD program transactions.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 11 to 21 is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/Joseph B. Cohan & Assoc PC
Worcester, Massachusetts
February 7, 1997
<PAGE>
[Letterhead]
[LOGO]
JOSEPH B. COHAN
& ASSOCIATES, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners of
South Holyoke Housing Limited Partnership
We have audited the accompanying balance sheet of South Holyoke Housing Limited
Partnership as of December 31, 1995 and the related statements of income,
changes in partners' equity (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
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 also 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 South Holyoke Housing Limited
Partnership as of December 31, 1995, 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.
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 7, 1996 on our
consideration of South Holyoke Housing Limited Partnership's internal control,
and reports dated February 7, 1996 on its compliance with laws and regulations
and specific requirements applicable to nonmajor HUD program transactions.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 11 to 21 is presented for purposes of additional
analysis and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the audit
of the basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the financial statements taken as a whole.
/s/Joseph B. Cohan & Assoc PC
Worcester, Massachusetts
February 7, 1996
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
Report of Independent Accountants
To the Partners of Quarter Mill Associates L.P.:
We have audited the accompanying balance sheet of Quarter Mill Associates, L.P.,
a Virginia Limited Partnership (the "Partnership"), FHA Project No. 051-35404,
as of December 31, 1997, and the related statements of changes in partners'
capital accounts, profit and loss, 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 Quarter Mill Associates, L.P.
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/Coopers & Lybrand L.L.P
Richmond, Virginia
January 20, 1998
<PAGE>
[Letterhead]
[LOGO]
Coopers
& Lybrand
Report of Independent Accountants
To the Partners of Quarter Mill Associates L.P.:
We have audited the accompanying balance sheet of Quarter Mill Associates, L.P.,
a Virginia Limited Partnership (the "Partnership"), FHA Project No. 051-35404,
as of December 31, 1996, and the related statements of changes in partners'
capital accounts, profit and loss, 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 Quarter Mill Associates, L.P.
as of December 31, 1996, and the results of its operations and its cash flows
for the year then ended, in conformity with generally accepted accounting
principles.
/s/Coopers & Lybrand L.L.P
Richmond, Virginia
January 27, 1997
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
Report of Independent Accountants
To the Partners of Quarter Mill Associates L.P.:
We have audited the accompanying balance sheet of Quarter Mill Associates L.P.,
a Virginia Limited Partnership (the "Partnership"), FHA Project No. 051-35404,
as of December 31, 1995 and the related statements of changes in partners'
capital accounts, profit and loss, 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 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 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 Quarter Mill Associates L.P. as
of December 31, 1995, and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information included in
this report is presented for the purpose of additional analysis and is not a
required part of the basic financial statements of Quarter Mill Associates L.P.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in our opinion, is fairly stated in
all material respects in relation to the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also issued a report
dated January 30, 1996, on our consideration of the Partnership's internal
control structure, a report dated January 30, 1996 on its compliance with
specific requirements applicable to its major Housing and Urban Development
program and a report dated January 30, 1996 on compliance with specific
requirements applicable to affirmative fair housing.
/s/Coopers & Lybrand L.L.P
Richmond, Virginia
January 30, 1996
<PAGE>
[Letterhead]
[LOGO]
MUELLER & WALLA, P.C.
Certified Public Accountants
Kirkwood, MI
INDEPENDENTS AUDITORS' REPORT
The Partners
Horseshoe Bend Associates I, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Horseshoe Bend Associates I,
L.P. (a limited partnership) as of December 31, 1997 and 1996, 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 provides a reasonable basis for our opinion.
In our opinion, financial statements referred to above present fairly, in all
material respects, the financial position of Horseshoe Bend Associates I, L.P.
as of December 31, 1997 and 1996 and the results of its operations, changes in
partners' capital and cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/Mueller, Walla & Albertson, P.C.
Mueller, Walla & Albertson, P.C.
Certified Public Accountants
February 11, 1998
<PAGE>
[Letterhead]
[LOGO]
MUELLER & WALLA, P.C.
Certified Public Accountants
Kirkwood, MI
ACCOUNTANTS' COMPILATION REPORT
The Partners
Horseshoe Bend Associates I, L.P.
St. Louis, Missouri
We have compiled the accompanying balance sheet of Horseshoe Bend Associates I,
L.P. (a limited partnership) as of December 31, 1995, and the related statements
of operations, partners' capital, and cash flows for the year then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying financial statements, and, accordingly, do not express
an opinion or any other form of assurance on them.
The financial statements for the year ended December 31, 1994, were audited by
us, and we expressed an unqualified opinion on them in our report dated February
6, 1995, but we have not performed any auditing procedures since that date.
/s/Mueller & Walla, P.C.
Mueller & Walla, P.C.
Certified Public Accountants
February 6, 1996
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation
INDEPENDENT AUDITORS' REPORT
To the Partners
Harbour View Associates
We have audited the accompanying balance sheets of Harbour View Associates as of
December 31, 1997 and 1996, 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 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.
As more fully described in Note C to the financial statements, the Partnership
has not recorded certain accrued interest on the mortgage payable in the
accompanying financial statements which, in our opinion, should be accrued in
order to conform with generally accepted accounting principles. If this interest
were recorded, accrued interest payable would be increase by $122,803 and
partners' deficit would be increased by $122,803 as of December 31, 1997 and
1996.
In our opinion, except for the effects of not accruing
certain interest on the mortgage as discussed in the preceding paragraph, the
financial statements referred to above present fairly, in all material respects,
the financial position Harbour View Associates as of December 31, 1997 and 1996,
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.
<PAGE>
The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership is in default of its mortgage due to
substantial losses from operations and the unauthorized withdrawal of funds by
the former managing general partner and the former managing agent of the
Partnership's property. These events raise substantial doubt about the
Partnership's ability to continue as a going concern. The Management' plan
regarding this matter is also described in Note B. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/Reznick Fedder & Silverman
Boston, Massachusetts Federal Employer
February 2, 1998 Identification Number:
52-1088612
Audit Principal: Phillip A. Weitzel
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants, Business Consultants
A Professional Corporation
INDEPENDENT AUDITORS' REPORT
To the Partners
Harbour View Associates
We have audited the accompanying balance sheets of Harbour View Associates as of
December 31, 1996 and 1995, 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 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.
As more fully described in Note C to the financial statements, the Partnership
has not recorded certain accrued interest on the mortgage payable in the
accompanying financial statements which, in our opinion, should be accrued in
order to conform with generally accepted accounting principles. If this interest
were recorded, accrued interest payable would be increase by $122,803 and
partners' deficit would be increased by $122,803 as of December 31, 1996.
In our opinion, except for the effects of not accruing
certain interest on the mortgage as discussed in the preceding paragraph, the
financial statements referred to above present fairly, in all material respects,
the financial position Harbour View Associates as of December 31, 1996 and 1995,
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.
<PAGE>
The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership is in default of its mortgage due to
substantial losses from operations and the unauthorized withdrawal of funds by
the former managing general partner and the former managing agent of the
Partnership's property. These events raise substantial doubt about the
Partnership's ability to continue as a going concern. The Management' plan
regarding this matter is also described in Note B. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.
/s/Reznick Fedder & Silverman
Boston, Massachusetts Federal Employer
January 23, 1997 Identification Number:
52-1088612
Audit Principal: Phillip A. Weitzel
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants Business Consultants
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Willow Lake Partners II, L.P.
We have audited the accompanying balance sheet of Willow Lake Partners II, L.P.,
as of December 31, 1997, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position Willow Lake Partners II, L.P. as
of December 31, 1997, and the results of its operations, the changes in
partners' equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.
/s/Reznick Fedder & Silverman
Boston, Massachusetts
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants Business Consultants
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Willow Lake Partners II, L.P.
We have audited the accompanying balance sheet of Willow Lake Partners II, L.P.,
as of December 31, 1996, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position Willow Lake Partners II, L.P.
as of December 31, 1996, and the results of its operations, the changes in
partners' equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.
/s/Reznick Fedder & Silverman
Boston, Massachusetts
January 16, 1997
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
Certified Public Accountants Business Consultants
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Willow Lake Partners II, L.P.
We have audited the accompanying balance sheet of Willow Lake Partners II, L.P.,
as of December 31, 1995, and the related statements of operations, partners'
equity and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position Willow Lake Partners II, L.P.
as of December 31, 1995, and the results of its operations, the changes in
partners' equity and its cash flows for the year then ended, in conformity with
generally accepted accounting principles.
/s/Reznick Fedder & Silverman
Boston, Massachusetts
January 16, 1996
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP
McLean, VA
INDEPENDENT AUDITORS' REPORT
To the Partners of
River Front Apartments Limited
Partnership
Washington, D.C.
We have audited the accompanying statements of financial position of River Front
Apartments Limited Partnership, A Limited Partnership, PHFA Project No. R458-8E
as of December 31, 1997 and 1996, and the related statements of profit and loss
(on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.. Those standards require that
we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of River Front Apartments 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.
/s/Deloitte & Touche LLP
January 8, 1998
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP
McLean, VA
INDEPENDENT AUDITORS' REPORT
To the Partners of Pennsylvania Housing Finance Agency
River Front Apartments Limited 2101 North Front Street
Partnership P.O. Box 8029
Washington, D.C. Harrisburg, PA
We have audited the accompanying statements of financial position of River Front
Apartments Limited Partnership, A Limited Partnership, PHFA Project No. R458-8E
as of December 31, 1996 and 1995, and the related statements of profit and loss
(on HUD Form No. 92410), partners' equity (deficit), and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States.. Those standards require that
we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly, in all material
respects, the financial position of River Front Apartments Limited Partnership
at December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information, as referred
to in the Table of Contents, is presented for purposes of additional analysis
and is not a required part of the basic financial statements. This additional
information is the responsibility of the Partnership's management's. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, the additional
information is fairly stated, in all material respect , in relation to the basic
financial statements taken as a whole.
<PAGE>
Riverfront Apartments Limited Partnerships
Page 2
In accordance with Government Auditing Standards, we have issued a report dated
January 22, 1997 on our consideration of the Partnership's internal control
structure and a report dated January 22, 1997 on its compliance with laws and
regulations.
/s/Deloitte & Touche LLP
January 22, 1997
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP
McLean, VA
INDEPENDENT AUDITORS' REPORT
To the Partners of
Susquehanna View Limited
Partnership
Washington, D.C.
We have audited the accompanying statements of financial position of Susquehanna
View Limited Partnership, A Limited Partnership, PHFA Project No. R451-8E as of
December 31, 1997 and 1996, and the related statements of profit and loss (on
HUD Form No. 92410), partners' equity (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly in all material
respects, the financial position of Susquehanna View Limited Partnership, 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.
/s/Deloitte & Touche LLP
January 30, 1998
<PAGE>
[Letterhead]
[LOGO]
Deloitte & Touche LLP
McLean, VA
INDEPENDENT AUDITORS' REPORT
To the Partners of Pennsylvania Housing Finance Agency
Susquehanna View Limited 2101 North Front Street
Partnership P.O. Box 8029
Washington, D.C. Harrisburg, PA
We have audited the accompanying statements of financial position of Susquehanna
View Limited Partnership, A Limited Partnership, PHFA Project No. R451-8E as of
December 31, 1996 and 1995, and the related statements of profit and loss (on
HUD Form No. 92410), partners' equity (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, such financial statements present fairly in all material
respects, the financial position of Susquehanna View Limited Partnership, as of
December 31, 1996 and 1995, and the results of its operations and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information, as referred
to in the Table of Contents, is presented for purposes of additional analysis
and is not a required part of the basic financial statements. This additional
information is the responsibility of the Partnership's management's. Such
information has been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, the additional
information is fairly stated, in all material respect , in relation to the basic
financial statements taken as a whole.
Page 2
In accordance with Government Auditing Standards, we have issued a report dated
January 16, 1997 on our consideration of the Partnership's internal control
structure and a report dated January 16, 1997 on its compliance with laws and
regulations.
/s/Deloitte & Touche LLP
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
Plante & Morgan, LLP
East Lansing, Michigan
INDEPENDENT AUDITORS' REPORT
To the Partners of
The Temple Kyle Limited Partnership, LTD
We have audited the accompanying balance sheet of The Temple Kyle Limited
Partnership, Ltd (a Texas limited partnership), as of December 31, 1997 and
1996, and the related statements of operations, partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of The Temple Kyle Limited
Partnership, Ltd. at December 31, 1997 and 1996, 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/Plante & Moran LLP
February 16, 1998
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1998
<PERIOD-END> MAR-31-1998
<CASH> 311,867
<SECURITIES> 275,387
<RECEIVABLES> 103,765<F1>
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 15,451,119
<DEPRECIATION> 000
<TOTAL-ASSETS> 37,131,787<F2>
<CURRENT-LIABILITIES> 000
<BONDS> 000
<COMMON> 000
000
000
<OTHER-SE> 23,749,369
<TOTAL-LIABILITY-AND-EQUITY> 37,131,787<F4>
<SALES> 000
<TOTAL-REVENUES> 2,733,282<F5>
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 4,161,995<F6>
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 884,758
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 1,868,051
<CHANGES> 000
<NET-INCOME> (3,597,835)<F7>
<EPS-PRIMARY> (35.62)
<EPS-DILUTED> 000
<FN>
<F1>Included in receivables: Accounts receivable $90,467, Interest receivable
$13,298.
<F2>Included in total assets: Prepaid expenses $25,247, Tenant security deposits
$68,292, Other assets $131,127, Investments in Local Limited Partnerships
$20,136,185, Replacement reserves $194,671, Deferred escrow $225,000, Deferred
expenses, net $209,127
<F4>Included in Total Liabilities and equity: Accounts payable to affiliates
$1,702,519, Accounts payable and accrued expenses $484,817, Interest
payable $312,091, Note payable- affiliate $514,968, Security deposits payable
$70,630, Due to affiliate $323,046, Deferred acquisition fees payable
$225,000, General Partner Advances $200,000, Mortgage notes payable
$8,641,832, Minority interest in Local Limited Partnerships $907,515
<F5>Included in Total revenue: Rental $2,470,887, Investment $40,340, Other
$222,055
<F6>Included in Other Expenses: Asset Management fees $423,223, General
and Administrative $493,519, Bad debt expense $394,319, Property Management fees
$179,980, Rental operations, exclusive of depreciation $1,725,621, Depreciation
$767,716, Amortization $177,617
<F7>Included in Net loss: equity in losses of Local Limited Partnerships
$3,287,444, minority interest in loss of Local Limited Partnerships
$153,280 and loss on liquidation of interests in Local
Limited Partnerships $18,251
</FN>
</TABLE>
