<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
For the fiscal year ended March 31, 2000
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
------- EXCHANGE ACT OF 1934
Commission File Number 0-20638
PATRIOT TAX CREDIT PROPERTIES L.P.
----------------------------------
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(Exact name of registrant as specified in its charter)
Delaware 13-3519080
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Beneficial Unit Certificates
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
Index to exhibits may be found on page 51
Page 1 of 58
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PART I
Item 1. Business.
GENERAL
Patriot Tax Credit Properties L.P. (the "Registrant"), a Delaware limited
partnership, was formed on May 3, 1989 and will terminate on December 31, 2029
unless terminated sooner under the provisions of the Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement"). The Registrant
was formed to invest in low-income, multi-family residential complexes
("Apartment Complexes" or "Properties") and, to a lesser extent, in historic
apartment complexes undergoing rehabilitation ("Historic Complexes" or
"Properties") through the acquisition of interests (the "Local Partnership
Interests") in local partnerships (the "Local Partnerships") that are the owners
of the Properties. These investments were made with proceeds from the initial
sale of 38,125 Beneficial Unit Certificates ("BUC$"). The Registrant's fiscal
year for tax and financial reporting purposes ends on December 31 and March 31,
respectively.
The primary objectives of the Registrant are to provide the limited partners
with low-income housing tax credits allowed under Section 42 of the Internal
Revenue Code of 1986, as amended ("Housing Tax Credits") over the credit period
for each Property in which the Registrant has invested and to a lesser extent,
historic rehabilitation tax credits allowed under Section 48(g) of the Internal
Revenue Code of 1986, as amended. The Registrant invested only in Local
Partnerships that owned Properties which qualified for Housing Tax Credits. No
properties were acquired from any entity in which Prudential-Bache Properties,
Inc. or any affiliate had an interest. The Registrant's investments are composed
of limited partnership interests in Local Partnerships owning then newly
constructed or existing structures that have undergone substantial
rehabilitation. The Local Partnerships in which the Registrant has invested must
be operated in accordance with the low-income housing rules and regulations to
protect the related tax credits. It is not expected that any of the Local
Partnerships in which the Registrant has invested will generate any significant
cash flow to provide distributions to the limited partners.
The Registrant expects that in order to avoid recapture of Housing Tax Credits,
its holding period with respect to each Local Partnership Interest will be at
least as long as the 15-year compliance period and may be substantially longer.
Each Property in which the Registrant invested is substantially mortgaged.
However, the aggregate indebtedness did not exceed 85% of the appraised fair
market value of any Property at the time of acquisition. The first mortgage
financing encumbering the Properties was arranged by the general partner of the
Local Partnership (the "Local General Partner") owning the Properties prior to
the time the Registrant became a limited partner therein.
The Registrant acquired its Local Partnership Interest in each Local Partnership
by purchasing it directly from the existing limited and/or general partner of
the Local Partnership. In each of the Registrant's investments, the Local
General Partner of the Local Partnership owning the complex was required to
provide personal guarantees and/or establish cash escrows, financial bonds
and/or letters of credit to protect the Registrant against, among other things,
the failure to meet certain operating criteria.
The Registrant is engaged solely in the business of investing in Local
Partnerships that own Properties; therefore, presentation of industry segment
information is not applicable. For more information regarding the Properties,
see Item 2 Properties. For more information regarding
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the Registrant's operations, see Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations.
One Property had rental income which exceeded 15% of the Registrant's total
revenue. Rental income from Palm Beach Apartments Ltd. ("Summer Creek Villas")
as a percentage of the Registrant's total revenue was 53.56%, 53.57% and 53.45%
during the years ended March 31, 2000, 1999 and 1998, respectively.
No single tenant accounted for 10% or more of the Registrant's total revenue for
any of the three years in the period ended March 31, 2000.
GENERAL PARTNER
On October 1, 1997, as part of the settlement of class action litigation known
as Prudential Securities Inc. Limited Partnership Litigation, MDL No. 1005,
Prudential-Bache Properties, Inc. ("PBP") withdrew as the general partner and
transferred its general partner interest in the Partnership to RCC Partners 96,
L.L.C. (the "New GP"), an affiliate of Related Capital Company ("RCC") pursuant
to a purchase agreement dated as of December 19, 1996 among PBP and its
affiliates and RCC ("Purchase Agreement"). Affiliates of RCC have in the past
provided and currently provide services to the Registrant and also serve as
general or co-general partner of five of the eight Local Partnerships in which
the Registrant has an interest. The Registrant's agreement of limited
partnership (the "Partnership Agreement") was amended to reflect this withdrawal
and admission and authorized PBP to transfer and assign its interest in the
Registrant to the New GP and to withdraw from the Registrant. The terms of the
transaction are more fully described in the Registrant's Information Statement
dated June 18, 1997 (the "Information Statement"), which was previously
distributed to all partners of the Registrant.
Pursuant to the Purchase Agreement, P-B Tax Credit S.L.P. ("PBSLP") withdrew as
special limited partner of each of the Local Partnerships and was replaced by
Independence SLP L.P. (the "New SLP"), an affiliate of RCC. All special limited
partnership interests in the Local Partnerships were transferred to the New SLP.
Also pursuant to the Purchase Agreement, Prudential-Bache Investor Services II,
Inc. ("P-B II") withdrew as assignor limited partner of the Partnership and was
replaced by Related Insured BUC$ Associates, Inc., an affiliate of RCC, (the
"New ALP"). All assignor limited partnership interests in the Registrant were
transferred to the New ALP.
The New GP is a Delaware limited liability company which was formed in July
1996, and is owned and controlled by the partners of RCC. The New GP will only
have a specified net worth, if any, as may be necessary for the Registrant to be
treated as a Partnership for federal income tax purposes.
Affiliates of the New GP and RCC have had significant involvement with the
Registrant and the Local Partnerships, of which five are owned by RCC
affiliates. During the acquisition phase of the Registrant's operation, among
other services, affiliates of RCC provided various services to PBP pursuant to a
Real Estate Consulting Services Agreement. These services included the
identification, evaluation, negotiation and closing of certain of the
Registrant's investments for which RCC was paid a portion of the acquisition
fees and expenses paid to PBP.
RCC in the past provided, and will continue to provide ongoing monitoring
services with respect to the Registrant's investments pursuant to the Property
Investment Monitoring Agreement for which RCC in the past received from PBP a
portion of the partnership management fee payable to PBP and an annual expense
allowance of up to $1,300 per site visit (after the initial four site visits).
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Pursuant to the Purchase Agreement, the following changes were made to the
Partnership Agreement:
(a) amended to change the name of the Registrant to "Patriot Tax Credit
Properties L.P.", a Delaware Limited Partnership.
(b) amended to confirm that PBP continues to be party to the indemnification
provisions set forth in the Partnership Agreement.
(c) amended to reflect: (1) the reduction in the General Partner's maximum
participating interest in cash flow from 0.5% annually of invested assets to
0.375% annually; (2) the reduction by 50% of the General Partner's residual
interest in the Registrant comprised of (i) subordinated interest in disposition
proceeds and (ii) interest in distributions of sale or refinancing proceeds; and
(3) corresponding reductions in the General Partner's interest in profits and
losses. Finally, pursuant to the Purchase Agreement, PBP and PBSLP forgave all
deferred and unpaid fees due to them by the Registrant and the Local
Partnerships. The aggregate amount of such deferred and unpaid fees was
$1,034,498 as of September 30, 1997 and is reflected in the Consolidated
Statement of Changes in Partners' Capital as a capital contribution.
COMPETITION
The General Partner has formed various entities to engage in businesses that may
be competitive with the Registrant.
The Registrant's business is affected by competition to the extent that the
underlying Properties from which it derives tax credits may be subject to
competition relating to rental rates and amenities from comparable neighboring
properties.
EMPLOYEES
The Registrant has no employees. Management and administrative services for the
Registrant are performed by the General Partner and its affiliates pursuant to
the Partnership Agreement. See Notes 1, 3 and 6 to the consolidated financial
statements set forth in Item 8.
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Item 2. Properties.
As of March 31, 2000, the Registrant holds interests in Local Partnerships which
own the following Properties which continue to be operated in a manner to
qualify for Housing Tax Credits:
<TABLE>
<CAPTION>
Registrant's
Low-Income
Occupancy Housing Tax Credit
Number Rents as of Rate as of for the Year Ended
Property (a) of Units June 1, 2000 June 1, 2000 December 31, 1999
------------ -------- ------------ ------------ -----------------
<S> <C> <C> <C> <C>
RMB Limited Partnership 196 $405-$650 97% $ 395,768
(Hubbard's Ridge)
Garland, TX
Cutler Canal II 216 435-611 99% 896,700
Associates, Ltd.
Miami, FL
Diamond Street Venture 48 473-540 88% 282,288
Philadelphia, PA
Papillion Heights 48 440-460 92% 173,661
Apartments L.P.
Papillion, NE
Hill Top Homes 171 505-690 93% 616,545
Apartments
Limited Partnership
Arlington, TX
Palm Beach 770 499-699 89% 2,241,160
Apartments, Ltd.
(Summer Creek Villas)
West Palm Beach, FL
Brookland Park Plaza 77 520 96% 429,238
Limited Partnership
Richmond, VA
Compton Townhouses 39 639-675 95% 205,620
Limited Partnership ----------
Cincinnati, OH
$5,240,980
==========
</TABLE>
(a) At March 31, 2000, the Registrant holds a 66.5% interest in Summer Creek
Villas, a 98% interest in Hubbard's Ridge, Hill Top Homes and Compton Townhouses
and a 98.99% interest in Cutler Canal II, Diamond Street, Papillion Heights and
Brookland Park Plaza.
Hubbard's Ridge is comprised of seven separate three-story buildings on
approximately 6.5 acres. The buildings are wood-framed structures on
post-tensioned flat slab grade foundations and have white stucco exteriors with
asphalt shingles on sloped roofs. Each building contains an average of 28 units.
The unit mix consists of 164 one-bedroom units ranging in size from 657 square
feet to 783 square feet and 32 two-bedroom units ranging in size from 1,145
square feet to 1,167 square feet.
Cutler Canal II is comprised of 216 units in 13 two-story garden-style
residential buildings on approximately 9.4 acres. It borders on a Metro-Dade
Water Management District Canal on the
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east with approximately 1,200 square feet of frontage giving certain units
waterfront views. Each building has a laundry room and two storage rooms. There
are three basic floor plans with sizes ranging from 700 square feet for a
one-bedroom apartment to 1,100 square feet for a three-bedroom unit.
Diamond Street consists of 48 units in 16 buildings. The buildings are
three-story brownstone row houses with historic features and similar layouts. Of
the 48 apartment units, 46 are two-bedroom apartment units and two are
efficiency apartment units.
Papillion Heights consists of two buildings, each containing 24 units. The
buildings are 2 1/2 stories of wood frame and brick exterior with pitched roofs.
Of the total 48 apartment units, two are one-bedroom units and 46 are
two-bedroom units.
Hill Top Homes is comprised of a two-story building surrounded by 13 one-story
fourplexes which are brick with wood siding and pitched roofs. The buildings are
surrounded by a security gate of brick columns and wrought iron fencing with a
guard house at the entrance. Of the total 171 apartment units, 18 are
three-bedroom/one bath apartment units each comprising approximately 925 square
feet; 52 are two-bedroom/two bath apartment units each comprising approximately
1,100 square feet; 98 are two-bedroom/one bath apartment units each comprising
approximately 936 square feet; and three are one-bedroom/one bath apartment
units each comprising approximately 1,000 square feet.
Summer Creek Villas consists of 61 concrete block and stucco buildings housing
770 apartment units situated on approximately 60 acres of residential-planned
unit-development zoned land. 182 of the units are one-bedroom/one-bath
apartments, each comprising 570 square feet; 372 are two-bedroom/one-bath
apartments, each comprising 773 square feet; 144 are three-bedroom/two-bath
apartments, each comprising 980 square feet; and 72 are three-bedroom/two-bath
villa units, each comprising 1,050 square feet. In September 1997, the Local
General Partner for Summer Creek Villas decided to divide the apartment complex
into two individual entities called the Arbors and the Crossings.
Brookland Park Plaza is a three-level brick building and is a registered
historic landmark. The building is comprised of stucco and brick exterior and a
sloped red glazed tile roof. It is a 77-unit development with 68,564 net
rentable square feet. All 77 units are one-bedroom apartment units each
comprising approximately 890 square feet. Each unit contains a refrigerator,
range oven, carpeting and air-conditioning. Brookland Park Plaza also maintains
a community room for tenants.
The Compton Townhouses consists of six two-story buildings containing a total of
39 townhouse units. Four of the buildings contain six units; one building has
seven units; and one has eight units. All units have three bedrooms and
two-and-one-half baths. Total gross building area is 52,595 square feet; net
rentable area is 47,814 square feet. The average net area of the subject units
is 1,226 square feet.
For additional information describing the Registrant's properties and
encumbrances, see Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations and Schedule III - Real Estate and
Accumulated Depreciation.
Item 3. Legal Proceeding
In late November 1997, Bond Purchase LLC ("Bond Purchase") demanded certain
information with respect to the holders of Units. Although Bond Purchase
initially stated other purposes for its request, Bond Purchase ultimately stated
that the purpose of its demand was to assist Bond Purchase in making an offer to
Unit holders to purchase 5% or less of the outstanding
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Units of the Registrant. In December 1997, the Registrant responded by, among
other things, informing Bond Purchase that the Registrant would not make the
requested information available to Bond Purchase unless Bond Purchase agreed to
certain conditions intended to protect the Registrant and its investors. In
February 1998, Bond Purchase filed a complaint in Missouri State Court against
the Registrant and its general partner. The defendants moved to dismiss the
Missouri action on the grounds, among others, that the Court lacked jurisdiction
over the defendants and on August 21, 1998 the Court granted defendant's motion
and entered judgment dismissing the Missouri action. In September 1998, Bond
Purchase commenced a new action in the Delaware Court of Chancery against the
Registrant and its general partner seeking money damages, declaratory and
injunctive relief. Bond Purchase subsequently withdrew its demand for money
damages in that Delaware action. In December 1998, the case was tried before
Vice Chancellor Myron Steele of the Delaware Court of Chancery. Thereafter, on
July 22, 1999, the Court directed the Registrant to provide Bond Purchase with
the list of investors. When the Registrants application for a stay pending
appeal was thereafter denied, the Registrant turned the list over to Bond
Purchase. The plaintiff prior to trial withdrew its claim for unspecified money
damages in order to obtain an expedited trial and has not reasserted those
claims.
Item 4. Submission of Matters to a Vote of Limited Partners
None.
PART II
Item 5. Market for the Registrant's BUC$ and Related Limited Partner Matters
As of June 1, 2000, there were 2,259 holders of record owning a total of 38,125
BUC$. Additionally, the General Partner holds one BUC$. A significant secondary
market for BUC$ has not developed, and it is not expected that one will develop
in the future. There are also certain restrictions set forth in the Partnership
Agreement limiting the ability of a limited partner to transfer BUC$.
There are no material restrictions upon the Registrant's present or future
ability to make distributions in accordance with the provisions of the
Partnership Agreement; however, the Registrant has paid no distributions from
operations or otherwise since inception. No distributions are anticipated in the
foreseeable future.
There continues to be a number of requests for the list of BUC$ holders of
limited partnerships such as the Registrant. Often these requests are made by a
person who, only a short time before making the request, acquired merely a small
number of BUC$ in the Registrant and seeks the list for an improper purpose, a
purpose that is not in the best interest of the Registrant or is harmful to the
Registrant. In order to best serve and protect the interests of the Registrant
and all of its investors, the General Partner of the Partnership has adopted a
policy with respect to requests for the Registrant's list of BUC$ holders. This
policy is intended to protect investors from unsolicited and coercive offers to
acquire BUC$ holders' interests and does not limit any other rights the General
Partner may have under the Partnership Agreement or applicable law.
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Item 6. Selected Financial Data.
The following table presents selected financial data of the Registrant. This
data should be read in conjunction with the consolidated financial statements of
the Registrant and the notes thereto set forth in Item 8.
<TABLE>
<CAPTION>
For the Years ended March 31,
-------------------------------------------------------------------------------
OPERATIONS 2000 1999 1998 1997 1996
---------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Rental and other income $ 7,915,054 $ 9,889,351 $ 9,517,723 $ 9,775,005 $ 9,783,022
========== ========== ========== ========== ==========
Interest income $ 24,826 $ 32,104 $ 51,349 $ 41,291 $ 49,257
========== ========== ========== ========== ==========
Interest expense $ 4,408,997 $ 4,354,244 $ 4,362,919 $ 4,428,530 $ 4,448,986
========== ========== ========== ========== ==========
Depreciation and
amortization expenses $ 2,433,206 $ 2,428,529 $ 2,448,723 $ 2,517,547 $ 2,549,449
========== ========== ========== ========== ==========
Loss before minority
interest and
extraordinary item $(5,435,229) $(3,461,302) $(3,101,859) $(2,920,508) $(2,587,393)
========== ========== ========== ========== ==========
Minority interest in loss
of local partnerships $ 637,201 $ 496,863 $ 428,961 $ 409,993 $ 421,144
========== ========== ========== ========== ==========
Loss before extraordinary
item $(4,798,028) $(2,964,439) $(2,672,898) $(2,510,515) $(2,166,249)
========== ========== ========== ========== ==========
Extraordinary item -
forgiveness of
indebtedness $ 1,656,843 $ 0 $ 0 $ 0 $ 0
========== ========== ========== ========== ==========
Net loss $(3,141,185) $ 0 $ 0 $ 0 $ 0
========== ========== ========== ========== ==========
Loss before extraordinary
item per limited
partnership unit $ (125.22) $ (77.36) $ (69.55) $ (65.19) $ (56.25)
Extraordinary item per
limited partnership unit 43.24 0 0 0 0
---------- ---------- ---------- ---------- ----------
Net loss per limited
partner BUC$ $ (81.98) $ (77.36) $ (69.55) $ (65.19) $ (56.25)
========== ========== ========== ========== ==========
Total assets $64,662,321 $65,885,709 $68,835,813 $70,502,375 $72,944,919
========== ========== ========== ========== ==========
Mortgage notes payable $44,569,822 $45,127,197 $45,632,851 $46,099,028 $46,387,992
========== ========== ========== ========== ==========
</TABLE>
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Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
LIQUIDITY AND CAPITAL RESOURCES
The Registrant invested in eight Local Partnerships that are owners of
affordable multi-family residential complexes. The Local Partnerships are
operated in accordance with the rules and regulations under Section 42 of the
Internal Revenue Code in order to protect the related tax credits. The
Registrant's primary source of funds is rental revenues which are fully utilized
at the property level. As of March 31, 2000, there were no working capital
reserves available to fund Registrant level expenses. The Registrant is
dependent upon the support of the General Partner and certain of its affiliates
in order to meet its obligations at the Registrant level. The General Partner
and these affiliates have agreed to continue such support for the foreseeable
future.
At the Local Partnership level, certain Local General Partners and/or their
affiliates have made deficit guaranty agreements with respect to the Local
Partnerships which, under certain circumstances, require the Local General
Partners and/or their affiliates to fund cash flow deficits. All operating
deficit guaranty agreements have expired. These operating deficit advances do
not bear interest and are repayable by the Local Partnership in accordance with
the respective deficit guaranty agreements. In addition, the Registrant's
financial statements as of March 31, 2000 and 1999 also reflect payables of
$427,000 and $271,000 under operating deficit guaranty agreements at Hubbard's
Ridge and Hill Top Homes, which have expired.
SUMMER CREEK VILLAS LOCAL PARTNERSHIP
The Summer Creek Villas has experienced significant declining occupancy levels
over the course of the last few years, which has resulted in recurring losses
from operations and has adversely affected the liquidity of Summer Creek Villas.
In addition to the decline in occupancy levels, Summer Creek Villas' operations
are further impeded by the inability to raise rents sufficiently to pay for the
increase in operating costs. Summer Creek Villas has been unable to obtain
maximum rents due to the competitive market and the fact that the rents in the
surrounding area are at market rate, competitive to the Project. This problem is
further compounded by the increased costs in marketing the property to
effectively compete in the sub market. Further, rent levels are restricted based
on county median income levels, which limit the maximum income that a
prospective resident can earn and maximum rents that the Project is allowed to
charge. The Summer Creek Villas has been obligated, since 1996 to repay
significant amounts of principal on its mortgage.
During 2000, in an effort to improve occupancy, the Summer Creek Villas invested
approximately $375,000 to improve the physical condition of the property. Such
improvements primarily consisted of painting and pressure cleaning of roofs,
landscaping, and individual unit upgrades. As of June 1, 2000, occupancy has
increased to 89%.
The Local General Partner of Summer Creek Villas was formerly obligated to fund
operating deficits under two separate operating deficit guaranty agreements.
Total advances made by the general partner under the operating deficit
guaranties totaled $2,742,460. In addition, the general partner has made
voluntary loans in excess of its obligations under the guaranties to fund
operations of $1,945,074, which includes $300,000 from 2000, even though as of
December 31, 1997, the Local General Partner was no longer required to fund
operations of the Summer Creek Villas.
Effective January 1, 1999, Summer Creek Villas entered into a funding agreement
with its Class C local limited partner which provides for a series of loans to
be made to Summer Creek Villas
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in each of the years 2000, 2001 and 2002, in amounts not to exceed $2,000,000 in
the aggregate. Although no formal agreements have been reached with the other
partners, additional loans from the Partnership (the Class A limited
partnership) are expected to be obtained in accordance with the loans to be
provided under the funding agreement. Loans made in 2000 to fund operating
deficits total $2,869,761 which comprise; $2,169,761 from the Partnership which
was eliminated in consolidation and $700,000 from the Class C local limited
partner. Management expects to obtain additional funding from the partners in
the coming two years.
These loans, if obtained, are expected to enable the Local Partnership to
continue operations and make payments on its mortgage while management endeavors
to improve occupancy rates and rental rates to sufficient levels to sustain
operations independent of such funding.
The Local General Partner has been considering the possibility of restructuring
the Partnership's debt, however, as of December 31, 1999, no definitive
agreements have been reached. Additionally, the Partnership expects that the
anticipated project shortfall in 2001 will be approximately $2,000,000. Loans
from the Funding Agreement will be used to pay for approved expenditures and
shortfalls.
As of March 31, 2000 and 1999, the consolidated financial statements include
total assets of $34,674,355 and $35,322,723, respectively, total liabilities of
$31,495,783 and $29,172,364, respectively, and a minority interest of $1,543,965
and $2,179,722, respectively, attributable to this subsidiary.
Summer Creek Villas' ability to continue its operations is dependent upon
management achieving the plans described in the foregoing paragraphs. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Any adjustments would be
limited solely to this subsidiary's financial statements included herein.
RESULTS OF OPERATIONS
The operating results of the Local Partnerships consolidated herein are for the
twelve-month periods ended December 31. Information disclosed below with respect
to each Local Partnership is consistent with this method.
FISCAL 2000 VS. FISCAL 1999
Rental income decreased approximately $902,000 for the year ended March 31, 2000
as compared to 1999 primarily due to a decrease in occupancy at Summer Creek
Villas due to an increase in evictions necessary to stabilize the tenant
profile.
Other income decreased approximately $1,072,000 for the year ended March 31,
2000 as compared to 1999 primarily due to a decrease in application fees,
termination fees and tenant damage fees at Summer Creek Villas.
Interest income decreased approximately $7,000 for the year ended March 31, 2000
as compared to 1999 primarily due to a decrease in cash and cash equivalents
during 1998 at Diamond Street Venture.
Repairs and maintenance increased approximately $480,000 for the year ended
March 31, 2000 as compared to 1999 primarily due to repairs made at Summer Creek
Villas.
General and administrative decreased approximately $503,000 for the year ended
March 31, 2000 as compared to 1999 primarily due to increased legal expenses
during 1999 at the Partnership level from Bond Purchase (see Item 3).
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Property management fees decreased approximately $38,000 for the year ended
March 31, 2000 as compared to 1999 primarily due to the change in management
agent at Summer Creek Villas.
FISCAL 1999 VS. FISCAL 1998
Rental income increased approximately $333,000 for the year ended March 31, 1999
as compared to 1998 primarily due to increases of $197,000, $83,000 and $54,000
at Summer Creek Villas, Cutler Canal II and RMB, respectively, resulting from
higher occupancies.
Repairs and maintenance increased approximately $227,000 for the year ended
March 31, 1999 as compared to 1998 primarily due to an increase of $219,000 in
maintenance costs for repaving, carpet and unit repairs, and interior painting
incurred in 1998 at Summer Creek Villas.
General and administrative expenses increased $676,000 for the year ended March
31, 1999 as compared to 1998 primarily due to an increase in legal and
administrative expenses at Summer Creek Villas of $180,000, and increased legal
and administrative fees of $425,000 at the Partnership level.
Registrant management fees decreased $43,000 for the year ended March 31, 1999
as compared to 1998 primarily due to a reduction of the fee for participating
interest of the invested assets from 0.5% to 0.375% annually.
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PROPERTY INFORMATION
The Registrant currently holds interest in eight Local Partnerships. The
following schedule gives specific details about the related Properties.
<TABLE>
<CAPTION>
Registrant's
Gross Carrying Occupancy Low-Income
Value of Rate at Housing Tax Credit
Number Property at December 31, for the Year Ended
Property (a) of Units March 31, 2000 1999 (c) December 31, 1999
------------ -------- -------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
RMB Limited Partnership 196 $ 5,310,849 97% $ 395,768
(Hubbard's Ridge)
Garland, TX
Cutler Canal II 216 11,323,673 97 896,700
Associates, Ltd.
Miami, FL
Diamond Street Venture (b) 48 2,890,405 90 282,288
Philadelphia, PA
Papillion Heights 48 2,206,424 83 173,661
Apartments L.P.
Papillion, NE
Hill Top Homes 171 8,103,624 91 616,545
Apartments
Limited Partnership
Arlington, TX
Palm Beach 770 40,832,871 65 2,241,160
Apartments, Ltd.
(Summer Creek Villas)
West Palm Beach, FL
Brookland Park Plaza 77 6,449,682 99 429,238
Limited Partnership
Richmond, VA
Compton Townhouses 39 2,445,632 97 205,620
---------- ---------
Limited Partnership
Cincinnati, OH
$79,563,160 $5,240,980
========== =========
</TABLE>
(a) At March 31, 2000, the Registrant holds a 66.5% interest in Summer Creek
Villas, a 98% interest in Hubbard's Ridge, Hill Top Homes and Compton Townhouses
and a 98.99% interest in Cutler Canal II, Diamond Street, Papillion Heights and
Brookland Park Plaza.
(b) The investment in property relating to the Diamond Street Venture was
reduced by $2,700,000 as of March 31, 1995 representing a loss on impairment of
assets.
(c) Occupancies are calculated by dividing occupied units by total available
units.
There were no significant changes in occupancies at the above properties as of
June 1, 2000, except for an increase at Summer Creek Villas to 89% due to
extensive refurbishing of apartments.
-12-
<PAGE>
Net operating income before debt service of the Local Partnerships for each of
the years in the three-year period ended March 31, 2000 was as follows:
<TABLE>
<CAPTION>
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Hubbard's Ridge $ 312,000 $ 227,000 $ 196,000
Cutler Canal II 540,000 482,000 418,000
Diamond Street 96,000 131,000 55,000
Papillion Heights 76,000 109,000 108,000
Hill Top Homes 387,000 214,000 243,000
Summer Creek Villas 63,000 2,471,000 2,687,000
Brookland Park Plaza 205,000 373,000 337,000
Compton Townhouses 141,000 157,000 138,000
--------- --------- ---------
$1,820,000 $4,164,000 $4,182,000
========= ========= =========
</TABLE>
Item 7A. Quantitative and Qualitative Disclosure About Market Risk.
Not applicable.
-13-
<PAGE>
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
----------
(a) 1. Financial Statements
Independent Auditors' Reports 15
Consolidated Statements of Financial Condition
as of March 31, 2000 and 1999 34
Consolidated Statements of Operations for the
years ended March 31, 2000, 1999 and 1998 35
Consolidated Statements of Changes in Partners'
Capital for the years ended March 31, 2000, 1999
and 1998 36
Consolidated Statements of Cash Flows for the
years ended March 31, 2000, 1999 and 1998 37
Notes to Consolidated Financial Statements 38
-14-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Patriot Tax Credit Properties L.P. and Subsidiaries
We have audited the accompanying consolidated balance sheets of Patriot Tax
Credit Properties L.P. and Subsidiaries as of March 31, 2000 and 1999, and the
related consolidated statements of operations, changes in partners' capital
(deficit) and cash flows for the years then ended. The consolidated financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit. The consolidated statements of operations,
changes in partners' capital (deficit) and cash flows of Patriot Tax Credit
Properties L.P. and Subsidiaries for the year ended March 31, 1998 were audited
by other auditors, whose report dated May 14, 1999, expressed an unqualified
opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Patriot Tax Credit
Properties L.P. and Subsidiaries at March 31, 2000 and 1999, and the results of
their operations and their cash flows for the years then ended, in conformity
with generally accepted accounting principles.
Our report on the 2000 financial statements of subsidiary included an
explanatory paragraph describing conditions that raised substantial doubt
regarding its ability to continue as a going concern, as discussed in note 8 to
the consolidated financial statements.
REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
May 5, 2000
-15-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Partners of
Patriot Tax Credit Properties L.P.
(formerly known as Prudential-Bache Tax Credit Properties L.P.)
(A Delaware Limited Partnership)
We have audited the accompanying consolidated statements of financial condition
of Patriot Tax Credit Properties L.P. and Subsidiaries as of March 31, 1998 and
the related consolidated statements of operations, changes in partners' capital
and cash flows for the years ended March 31, 1998 and 1997. These consolidated
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements of the consolidated
subsidiaries, which statements reflect total assets of $68,716,116 as of March
31, 1998 and total revenues of $9,563,471 and $9,809,626 for the years ended
March 31, 1998 and 1997, respectively. These statements were audited by other
auditors whose reports thereon have been furnished to us, and our opinion,
insofar as it relates to the amounts included for the consolidated subsidiaries,
is based solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
consolidated financial statement presentation. We believe that our audits and
the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Patriot Tax Credit Properties L.P.
and Subsidiaries at March 31, 1998 and the results of their operations and their
cash flows for the years ended March 31, 1998 and 1997, in conformity with
generally accepted accounting principles.
The auditors' report on the 1997 financial statements of a subsidiary included
an explanatory paragraph describing conditions that raised substantial doubt
regarding its ability to continue as a going concern, as discussed in Note 8 to
the consolidated financial statements.
ANCHIN, BLOCK & ANCHIN LLP
New York, New York
May 14, 1998
-16-
<PAGE>
[Letterhead of Dickey & Wolf, LLC]
INDEPENDENT AUDITORS' REPORT
To The Partners
RMB Limited Partnership
We have audited the accompanying balance sheets of RMB LIMITED PARTNERSHIP (a
Texas Limited Partnership) as of December 31, 1999 and 1998, and the related
statements of operations, partners' equity/(deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of RMB LIMITED PARTNERSHIP as of
December 31, 1999 and 1998, and the results of its operations and its cash flows
for the years then ended, in conformity with generally accepted accounting
principles.
/s/ Dickey & Wolf, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2000
-17-
<PAGE>
[Letterhead of Dickey & Wolf, LLC]
INDEPENDENT AUDITORS' REPORT
To The Partners
RMB Limited Partnership
We have audited the accompanying balance sheets of RMB LIMITED PARTNERSHIP (a
Texas Limited Partnership) as of December 31, 1998 and 1997, and the related
statements of operations, partners' equity/(deficit) and cash flows for each of
the three years in the period ended December 31, 1998. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 RMB LIMITED PARTNERSHIP as of
December 31, 1998 and 1997, and the results of its operations and its cash flows
for each of the three years in the period ended December 31, 1998, in conformity
with generally accepted accounting principles.
/s/ Dickey & Wolf, LLC
Certified Public Accountants
Harrisonville, MO
January 25, 1999
-18-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Cutler Canal II Associates, Ltd.
We have audited the accompanying balance sheets of Cutler Canal II Associates,
Ltd., as of December 31, 1999 and 1998, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Cutler Canal II Associates,
Ltd., as of December 31, 1999 and 1998, and the results of its operations, and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 18
and 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 audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 25, 2000
-19-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Cutler Canal II Associates, Ltd.
We have audited the accompanying balance sheets of Cutler Canal II Associates,
Ltd., as of December 31, 1998 and 1997, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Cutler Canal II Associates,
Ltd., as of December 31, 1998 and 1997, and the results of its operations, and
its cash flows for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 17
and 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 auditing procedures applied in the audits of the basic financial statements
and, in our opinion, if fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 27, 1999
-20-
<PAGE>
[Letterhead of Ziner, Kennedy & Lehan LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Diamond Street Venture
We have audited the accompanying balance sheets of Diamond Street Venture (a
Pennsylvania limited partnership) as of December 31, 1999 and 1998, and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits 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 Diamond Street Venture as of
December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 26, 2000
-21-
<PAGE>
[Letterhead of Ziner & Company, P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Diamond Street Venture
We have audited the accompanying balance sheets of Diamond Street Venture (a
Pennsylvania limited partnership) as of December 31, 1998 and 1997 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits 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 Diamond Street Venture as of
December 31, 1998 and 1997, and the results of its operations, changes in
partners' equity and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Ziner & Company, P.C.
Boston, Massachusetts
January 18, 1999
-22-
<PAGE>
[Letterhead of Schultz, Durham & Rapp, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Papillion Heights Apartments, L.P.
(A Limited Partnership)
Springfield, Missouri
We have audited the balance sheets of Papillion Heights Apartments, L.P. (a
limited partnership), as of December 31, 1999 and 1998, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Papillion Heights Apartments,
L.P. (a limited partnership) as of December 31, 1999 and 1998, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Schultz, Durham & Rapp, P.C.
Springfield, Missouri
February 7, 2000
-23-
<PAGE>
[Letterhead of Schultz, Durham & Rapp, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Papillion Heights Apartments, L.P.
(A Limited Partnership)
Springfield, Missouri
We have audited the balance sheets of Papillion Heights Apartments, L.P. (a
limited partnership), as of December 31, 1998 and 1997, and the related
statements of operations, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Papillion Heights Apartments,
L.P. (a limited partnership) as of December 31, 1998 and 1997, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Schultz, Durham & Rapp, P.C.
Springfield, Missouri
February 4, 1999
-24-
<PAGE>
[Letterhead of Dickey & Wolf, LLC]
INDEPENDENT AUDITORS' REPORT
To the Partners
Hill Top Homes Apartments Limited Partnership
We have audited the accompanying balance sheets of HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP, (a Texas Limited Partnership) as of December 31, 1999 and
1998, and the related statements of operations, partners' equity/(deficit) and
cash flows for they 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 HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP as of December 31, 1999 and 1998, and the results of its
operations and its cash flows for they years then ended, in conformity with
generally accepted accounting principles.
/s/ Dickey & Wolf, LLC
Certified Public Accountants
Harrisonville, MO
January 21, 2000
-25-
<PAGE>
[Letterhead of Dickey & Wolf, LLC]
INDEPENDENT AUDITORS' REPORT
To the Partners
Hill Top Homes Apartments Limited Partnership
We have audited the accompanying balance sheets of HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP, (a Texas Limited Partnership) as of December 31, 1998 and
1997, and the related statement of operations, partners' equity/(deficit) and
cash flows for each of the three years in the period ended December 31, 1998.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 HILL TOP HOMES APARTMENTS
LIMITED PARTNERSHIP as of December 31, 1998 and 1997, and the results of its
operations and its cash flows for each of the three years in the period ended
December 31, 1998, in conformity with generally accepted accounting principles.
/s/ Dickey & Wolf, LLC
Certified Public Accountants
Harrisonville, MO
January 25, 1999
-26-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Palm Beach Apartments, Ltd.
We have audited the accompanying balance sheets of Palm Beach Apartments, Ltd.
as of December 31, 1999 and 1998, and the related statements of operations,
partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Palm Beach Apartments, Ltd., as
of December 31, 1999 and 1998, and the results of its operations, and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership has suffered recurring losses from
operations and has a capital deficiency that raises substantial doubt regarding
its ability to continue as a going concern. Management's plans in connection
with these matters are also described in Note B. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
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 22
and 23 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 16, 2000
-27-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Palm Beach Apartments, Ltd.
We have audited the accompanying balance sheets of Palm Beach Apartments, Ltd.
as of December 31, 1998 and 1997, and the related statements of operations,
partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Palm Beach Apartments, Ltd., as
of December 31, 1998 and 1997, and the results of its operations, and its cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As discussed in Note B to the
financial statements, the Partnership has suffered recurring losses from
operations and has a capital deficiency that raises substantial doubt regarding
its ability to continue as a going concern. Management's plans in connection
with these matters are also described in Note B. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
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 20
and 21 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, if fairly stated in all material respects in relation to
the basic financial statements taken as a whole.
/s/ Reznick Fedder & Silverman
Atlanta, Georgia
February 17, 1999
-28-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Brookland Park Plaza Limited Partnership
We have audited the accompanying balance sheet of Brookland Park Plaza Limited
Partnership as of December 31, 1999, and the related statements of operations,
partners' (deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brookland Park Plaza Limited
Partnership as of December 31, 1999, and the results of its operations, the
changes in partners' equity (deficit) 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 21 through 25
is presented for purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
2000 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs, fair housing and non-discrimination.
/s/ Reznick Fedder & Silverman
Lead Auditor: Renee G. Scruggs
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 20, 2000
-29-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Brookland Park Plaza Limited Partnership
We have audited the accompanying balance sheet of Brookland Park Plaza Limited
Partnership as of December 31, 1998, and the related statements of operations,
partners' (deficit) and cash flows for the year then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brookland Park Plaza Limited
Partnership as of December 31, 1998, 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 21 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
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
1999 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs, fair housing and non-discrimination.
/s/ Reznick Fedder & Silverman
Lead Auditor: Renee G. Scruggs
Bethesda, Maryland
Taxpayer Identification Number: 52-1088612
January 20, 1999
-30-
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Brookland Park Plaza Limited Partnership
We have audited the accompanying balance sheet of Brookland Park Plaza 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 Brookland Park Plaza 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 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
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
1998 on our consideration of Brookland Park Plaza Limited Partnership's internal
control and on its compliance with specific requirements applicable to major HUD
programs, fair housing and non-discrimination, and laws and regulations
applicable to the financial statements.
/s/ Reznick Fedder & Silverman
Audit Principal: Renee G. Scruggs
Bethesda, Maryland
Federal Employer Identification Number: 52-1088612
January 20, 1998
-31-
<PAGE>
[Letterhead of Barnes, Dennig & Co., Ltd.]
Report of Independent Certified Public Accountants
To the Partners
Compton Townhouses Limited Partnership
(An Ohio Limited Partnership)
We have audited the accompanying balance sheets of Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 1999 and 1998, and
the related statements of operations, changes in partners' capital, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 1999 and 1998, and
the results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio
January 28, 2000
-32-
<PAGE>
[Letterhead of Barnes, Dennig & Co., Ltd.]
Report of Independent Certified Public Accountants
To the Partners
Compton Townhouses Limited Partnership
(An Ohio Limited Partnership)
We have audited the accompanying balance sheets of Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 1998 and 1997, and
the related statements of operations, changes in partners' capital, and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the 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 Compton Townhouses Limited
Partnership (An Ohio Limited Partnership), as of December 31, 1998 and 1997, and
the results of its operations and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
/s/ Barnes, Dennig & Co., Ltd.
Cincinnati, Ohio
February 3, 1999
-33-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
ASSETS
<TABLE>
<CAPTION>
March 31,
---------------------------
2000 1999
------------ -------------
<S> <C> <C>
Investment in property:
Land $ 4,005,633 $ 4,005,633
Building and improvements 75,557,527 75,355,591
Accumulated depreciation (19,762,979) (17,604,303)
----------- -----------
Net investment in property 59,800,181 61,756,921
Cash and cash equivalents 956,906 254,539
Cash and cash equivalents held in escrow 1,283,893 1,007,919
Deferred financing costs, net 2,313,555 2,587,637
Other assets 307,786 278,693
---------- ----------
Total assets $64,662,321 $65,885,709
========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable $44,569,822 $45,127,197
Accrued interest payable 1,818,537 1,590,244
Other accrued expenses and liabilities 2,019,849 1,760,924
Due to general partners and affiliates of local partnerships 3,057,164 3,023,695
Development fees payable 1,450,709 1,450,709
Construction costs payable 0 605,358
Real estate taxes payable 124,014 105,318
Due to General Partner and its affiliates 3,866,475 687,537
---------- ----------
Total liabilities 56,906,570 54,350,982
---------- ----------
Minority interests in local partnerships 1,737,300 2,375,091
---------- ----------
Partners' capital:
Limited partners (38,125 BUC$ issued and outstanding) 5,239,637 8,365,116
General partner (1 BUC$ issued and outstanding) 778,814 794,520
---------- ----------
Total partners' capital 6,018,451 9,159,636
---------- ----------
Total liabilities and partners' capital $64,662,321 $65,885,709
========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
-34-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------------
2000 1999 1998
------------- ------------- -------------
<S> <C> <C> <C>
Revenues
Rental income $ 7,389,657 $ 8,291,456 $ 7,958,742
Other income 525,397 1,597,895 1,558,981
Interest income 24,826 32,104 51,349
---------- ---------- ----------
7,939,880 9,921,455 9,569,072
---------- ---------- ----------
Expenses
Interest 4,408,997 4,354,244 4,362,919
Depreciation and amortization 2,433,206 2,428,529 2,448,723
Operating and other 929,421 896,974 907,657
Taxes and insurance 1,012,106 1,051,509 1,134,224
Repairs and maintenance 2,004,251 1,524,090 1,297,005
General and administrative 2,028,747 2,531,475 1,855,565
Property management fees 304,317 351,060 353,888
Partnership management fees 254,064 244,876 310,950
---------- ---------- ----------
Total expenses 13,375,109 13,382,757 12,670,931
---------- ---------- ----------
Loss before minority interest and extraordinary item (5,435,229) (3,461,302) (3,101,859)
Minority interest in loss of local partnerships 637,201 496,863 428,961
---------- ---------- ----------
Loss before extraordinary item (4,798,028) (2,964,439) (2,672,898)
Extraordinary item - forgiveness of indebtedness
income (Note 9) 1,656,843 0 0
---------- ---------- ----------
Net loss $(3,141,185) $(2,964,439) $(2,672,898)
========== ========== ==========
Loss before extraordinary item -
limited partners (4,774,038) (2,949,617) (2,651,716)
Extraordinary item-limited partners 1,648,559 0 0
---------- ---------- ----------
Net loss-limited partners $(3,125,479) $(2,949,617) $(2,651,716)
========== ========== ==========
Number of limited partnership units
outstanding 38,125 38,125 38,125
========== ========== ==========
Loss before extraordinary item per limited
partnership unit $ (125.22) $ (77.36) $ (69.55)
Extraordinary item per limited
partnership unit 43.24 0 0
---------- ---------- ----------
Net loss per limited partnership unit $ (81.98) $ (77.36) $ (69.55)
========== ========== ==========
</TABLE>
-35-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
<TABLE>
<CAPTION>
Limited General
Total Partners Partner BUC$
----------- -------- ------- ----
<S> <C> <C> <C> <C>
Partners' capital (deficit) -
March 31, 1997 $13,762,475 $13,966,449 $ (203,974) 38,126
Capital contribution 1,034,498 0 1,034,498 0
Net loss (2,672,898) (2,651,716) (21,182) 0
---------- ---------- ---------- ------
Partners' capital
March 31, 1998 12,124,075 11,314,733 809,342 38,126
Net loss (2,964,439) (2,949,617) (14,822) 0
---------- ---------- ---------- ------
Partners' capital
March 31, 1999 9,159,636 8,365,116 794,520 38,126
Net loss (3,141,185) (3,125,479) (15,706) 0
---------- ---------- ---------- ------
Partners' capital
March 31, 2000 $ 6,018,451 $ 5,239,637 $ 778,814 38,126
========== ========== ========== ======
</TABLE>
See accompanying notes to consolidated financial statements.
-36-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended March 31,
----------------------------------------
2000 1999 1998
------------ ------------ ------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(3,141,185) $(2,964,439) $(2,672,898)
---------- ---------- ----------
Adjustments to reconcile net loss to net cash
(used in) provided by operating activities:
Depreciation and amortization 2,433,206 2,428,529 2,448,723
Minority interest in loss of local partnerships (637,201) (496,863) (428,961)
Forgiveness of debt (Note 9) (1,656,843) (154,500) (154,500)
(Increase) decrease in cash held in escrow (275,974) 542,212 (646,645)
Increase (decrease) in real estate taxes payable 18,696 (393,072) 380,195
Increase in accrued interest payable 384,984 97,283 226,018
(Increase) decrease in other assets (29,541) (26,034) 57,319
Increase in other accrued expenses and liabilities 36,834 1,083,201 692,663
---------- ---------- ----------
Total adjustments 274,161 3,080,756 2,574,812
---------- ---------- ----------
Net cash (used in) provided by operating activities (2,867,024) 116,317 (98,086)
---------- ---------- ----------
Cash flows from investing activities:
Investments in property (201,936) (313,839) (458,194)
Decrease in development fees payable 0 (129,000) 0
---------- ---------- ----------
Net cash used in investing activities (201,936) (442,839) (458,194)
---------- ---------- ----------
Cash flows from financing activities
Payments on mortgage notes (557,375) (505,654) (466,177)
Advances from Local General Partners 326,000 288,458 758,049
Advances from General Partner 18,000 0 0
Increase in due to Local General Partners
and affiliates of Local Partnerships,
General Partner and its affiliates 3,285,292 224,840 0
Advance from local limited partner 700,000 0 0
Distribution to minority interest (590) (358) (951)
---------- ---------- ----------
Net cash provided by financing activities 3,771,327 7,286 290,921
---------- ---------- ----------
Net increase (decrease) in cash and cash equivalents 702,367 (319,236) (265,359)
Cash and cash equivalents at beginning of year 254,539 573,775 839,134
---------- ---------- ----------
Cash and cash equivalents at end of year $ 956,906 $ 254,539 $ 573,775
========== ========== ==========
Supplemental disclosures of cash flow information:
Interest paid $ 3,981,754 $ 4,145,162 $ 4,286,125
========== ========== ==========
Noncash financing activity:
Capital contribution resulting from forgiveness
of debt by General Partner and its affiliates $ 0 $ 0 $ 1,034,498
========== ========== ==========
</TABLE>
See accompanying notes to consolidated financial statements.
-37-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 1 - General
Patriot Tax Credit Properties L.P., a Delaware limited partnership (the
"Partnership"), was formed on May 3, 1989, and will terminate on December 31,
2029, unless terminated sooner under the provisions of the Amended and Restated
Agreement of Limited Partnership (the "Partnership Agreement"). The Partnership
was formed to invest as a limited partner in other partnerships ("Local
Partnerships" or "subsidiaries") owning apartment complexes ("Apartment
Complexes" or "Properties") that are eligible for the low-income housing tax
credit or the historic rehabilitation tax credit. The general partner of the
Partnership, from inception to September 30, 1997, Prudential-Bache Properties,
Inc. (the "General Partner" or "PBP"), is not affiliated with a general partner
of any Local Partnership ("Local General Partner"). P.B. Tax Credit S.L.P.
("PBSLP"), an affiliate of PBP, acted as special limited partner of each Local
Partnership entitling it to certain rights with respect to the operation and
management of each Local Partnership. At March 31, 2000, the Partnership has
investments in eight Local Partnerships.
On October 1, 1997, as part of the settlement of class action litigation known
as Prudential Securities Inc. Limited Partnership Litigation, MDL No. 1005, PBP
withdrew as the General Partner and transferred its general partner interest in
the Partnership to RCC Partners 96, L.L.C. (the "New GP" or "General Partner"),
an affiliate of Related Capital Company ("RCC") pursuant to a purchase agreement
dated as of December 19, 1996 among PBP and its affiliates and RCC ("Purchase
Agreement"). Affiliates of RCC have in the past provided and currently provide
services to the Partnership and also serve as partner or co-general partner of
five of the eight Local Partnerships in which the Partnership has an interest.
The Partnership's agreement of limited partnership (the "Partnership Agreement")
was amended to reflect this withdrawal and admission and authorized PBP to
transfer and assign its interest in the Partnership to the New GP and to
withdraw from the Partnership. The terms of the transaction are more fully
described in the Partnership's Information Statement dated June 18, 1997 (the
"Information Statement"), which was previously distributed to all partners of
the Partnership.
Pursuant to the Purchase Agreement, PBSLP withdrew as special limited partner of
each of the Local Partnerships and was replaced by Independence SLP L.P. (the
"New SLP"), an affiliate of RCC. All special limited partnership interests in
the Local Partnerships were transferred to the New SLP. Also pursuant to the
Purchase Agreement, Prudential-Bache Investor Services II, Inc. ("P-B II")
withdrew as assignor limited partner of the Partnership and was replaced by
Related Insured BUC$ Associates, Inc., an affiliate of RCC, (the "New ALP"). All
assignor limited partnership interests in the Partnership were transferred to
the New ALP.
The New GP is a Delaware limited liability company which was formed in July
1996, and is owned and controlled by the partners of RCC. The New GP will only
have a specified net worth, if any, as may be necessary for the Partnership to
be treated as a partnership for federal income tax purposes.
Affiliates of the New GP and RCC have had significant involvement with the
Partnership and the Local Partnerships, of which five are owned by RCC
affiliates. During the acquisition phase of the Partnership's operation, among
other services, affiliates of RCC provided various services to PBP pursuant to a
Real Estate Consulting Services Agreement. These services in-
-38-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
cluded the identification, evaluation, negotiation and closing of certain of the
Partnership's investments for which RCC was paid a portion of the acquisition
fees and expenses paid to PBP.
RCC in the past provided, and will continue to provide ongoing monitoring
services with respect to the Partnership's investments pursuant to the Property
Investment Monitoring Agreement for which RCC in the past received from PBP a
portion of the partnership management fee payable to PBP and an annual expense
allowance of up to $1,300 per site visit (after the initial four site visits).
Pursuant to the Purchase Agreement, the following changes were made to the
Partnership Agreement:
(a) amended to change the name of the Partnership to "Patriot Tax Credit
Properties L.P.", a Delaware Limited Partnership.
(b) amended to confirm that PBP continues to be party to the indemnification
provisions set forth in the Partnership Agreement.
(c) amended to reflect (1) the reduction in the General Partner's maximum
participating interest in cash flow from 0.5% annually of invested assets to
0.375% annually; (2) the reduction by 50% of the General Partner's residual
interest in the Partnership comprised of (i) subordinated interest in
disposition proceeds and (ii) interest in distributions of sale or refinancing
proceeds; and (3) the reduction by 50% of the General Partner's interest in
profits and losses. Finally, pursuant to the Purchase Agreement, PBP and PBSLP
forgave all deferred and unpaid fees due to them by the Partnership and the
Local Partnerships. The aggregate amount of such deferred and unpaid fees was
$1,034,498 as of September 30, 1997 and is reflected in the Consolidated
Statement of Changes in Partners' Capital as a capital contribution.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Accounting and Principles of Consolidation
The books and records of the Partnership are maintained on the accrual basis of
accounting in accordance with generally accepted accounting principles. The
preparation of financial statements in conformity with generally accepted
accounting principles requires the General Partner to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the date of the financial
statements as well as the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The consolidated financial statements include the assets, liabilities and
results of operations of the subsidiaries. All subsidiaries have fiscal years
ending December 31. Intercompany transactions have been eliminated.
Minority interest in local partnerships represents the minority partners' share
of the net assets of the Local Partnerships.
-39-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
Certain balances for prior years have been reclassified to conform with the
current year's financial statement presentation.
b) Investment in Property
The impairment of properties to be held and used is determined to exist when
estimated amounts recoverable through future operations on an undiscounted basis
are below the properties' carrying value. If a property is determined to be
impaired, it is recorded at the lower of its carrying value or its estimated
fair value.
The determination of estimated fair value is based not only upon future cash
flows, which rely upon estimates and assumptions including expense growth,
occupancy and rental rates, and tax credits, but also upon market capitalization
and discount rates as well as other market indicators. The General Partner
believes that the estimates and assumptions used are appropriate in evaluating
the carrying amount of the Partnership's properties. However, changes in market
conditions and circumstances may occur in the near term which would cause these
estimates and assumptions to change, which, in turn, could cause the amounts
ultimately realized upon the sale or other disposition of the properties to
differ materially from their estimated fair value. Such changes may also require
write-downs in future years.
The cost of buildings and improvements is depreciated using the straight-line
method over their estimated useful lives which range from 27.5 to 40 years.
c) Cash and Cash Equivalents
Cash and cash equivalents include money market funds whose cost approximates
market value.
d) Cash and Cash Equivalents Held in Escrow
Cash and cash equivalents held in escrow include restricted funds held for
payment of real estate taxes and insurance, tenant security deposits and
replacement reserves.
e) Taxes
The Partnership is not required to provide for, or pay, any Federal or state
income taxes. Income tax attributes that arise from its operations are passed
directly to the partners. The Partnership may be subject to other state and
local taxes in jurisdictions in which it operates. For income tax purposes, the
Partnership's year ends on December 31.
f) Profits and Loss Allocations/Distributions
Net income or loss was allocated 99% to the limited partners and 1% to the
General Partner through September 30, 1997. As of October 1, 1997 net income or
loss is allocated 99.5% to the limited partners and .5% to the General Partner.
Distributions of cash may be made in accordance with the Partnership Agreement
and, if made, are allocated, as of October 1, 1997, 99.5% to the limited
partners and .5% to the General Partner. As of March 31, 2000, no distributions
have been paid.
-40-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
g) Operating Deficit Guarantees
Pursuant to certain operating deficit guaranty agreements, Local General
Partners are required to fund operating deficits, as defined in the Local
Partnership agreements incurred during the period commencing with the break-even
date, as defined in the Local Partnership agreements, and ending on the third
anniversary of the break-even date. These advances are non-interest bearing. As
of March 31, 2000, all operating deficit guaranty agreements have expired.
h) Rental Income
Rental income is recognized as rentals become due. Rental payments received in
advance are deferred until earned. All leases between the Partnership and the
tenants of the property are operating leases.
NOTE 3 - Costs, Fees and Expenses
a) Deferred Financing Costs
Deferred financing costs include amounts paid for services rendered in arranging
the financing for the Local Partnerships. These costs were capitalized and are
being amortized over the lives of the related debt. The accumulated amortization
as of March 31, 2000 and 1999 is $2,917,228 and $2,643,146, respectively.
b) Management Fees
Each individual property has a managing agent who performs the necessary
functions in operating the property. The property management fee is equal to a
percentage of the annual gross revenues of a property paid in consideration of
the property management services provided (See Note 7).
The General Partner was entitled to receive a management fee, payable from
operations and reserves, in an amount not to exceed the difference between .5%
per annum of Invested Assets (as defined in the Partnership Agreement) and the
local administrative fee payable to PBSLP through September 30, 1997. As of
October 1, 1997 the maximum amount for the management fee was reduced from .5%
annually to 0.375% annually and the local administrative fee is payable to the
new SLP. This management fee is for administering the affairs of the Partnership
(See Note 6). Unpaid portions of the management fee for any year accrue without
interest.
c) General and Administrative
The Partnership reimburses the General Partner and its affiliates for actual
Partnership operating expenses payable by or allocable to the Partnership (See
Note 6). The Partnership also pays amounts directly to unrelated third parties
for certain operating expenses.
-41-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 4 - Investment in Property
The Partnership's Properties and related debt at March 31 were:
<TABLE>
<CAPTION>
Net Investment in Property Mortgage Notes Payable
--------------------------- ---------------------------
Description (a) 2000 1999 2000 1999
--------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Apartment Complexes:
RMB Limited Partnership $ 3,616,447 $ 3,787,873 $ 1,876,026 $ 1,897,582
(Hubbard's Ridge)
Garland, TX
Cutler Canal II 8,888,728 8,985,598 5,876,166 5,914,640
Associates, Ltd.
Miami, FL
Diamond Street Venture (b) 1,843,060 1,927,215 2,971,187 2,987,848
Philadelphia, PA
Papillion Heights 1,648,748 1,701,685 1,000,505 1,012,448
Apartments L.P.
Papillion, NE
Hill Top Homes 6,272,463 6,458,356 3,455,028 3,523,642
Apartments
Limited Partnership
Arlington, TX
Palm Beach 31,801,848 32,835,596 25,644,065 25,999,762
Apartments, Ltd.
(Summer Creek Villas)
West Palm Beach, FL
Brookland Park Plaza 4,259,111 4,488,612 2,431,080 2,455,216
Limited Partnership
Richmond, VA
Compton Townhouses 1,469,776 1,571,986 1,315,765 1,336,059
---------- ---------- ---------- ----------
Limited Partnership
Cincinnati, OH
$59,800,181 $61,756,921 $44,569,822 $45,127,197
========== ========== ========== ==========
</TABLE>
(a) The Partnership holds a 66.5% interest in Summer Creek Villas, a 98%
interest in Hubbard's Ridge, Hill Top Homes and Compton Townhouses and a 98.99%
interest in Cutler Canal II, Diamond Street, Papillion Heights and Brookland
Park Plaza.
(b) The investment in property relating to the Diamond Street Venture was
reduced by $2,700,000 as of March 31, 1995 representing a loss on impairment of
assets.
NOTE 5 - Mortgage Notes Payable
Mortgage notes are collateralized by land, buildings and improvements and leases
related thereto. Annual principal payment requirements for each of the next five
years ending De-
-42-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
cember 31, the date at which the Local Partnerships are reporting, and
thereafter are as follows:
<TABLE>
<CAPTION>
Amount
------------
<S> <C>
2000 $ 615,124
2001 678,063
2002 746,240
2003 822,305
2004 905,971
Thereafter 40,802,119
----------
$44,569,822
==========
</TABLE>
Mortgage notes consist of both first mortgages and support loans (second and
third mortgages). First mortgages amounting to $39,629,822 bear interest at
rates ranging from 6.25% to 10.75% and have final maturities ranging from
September 1, 2006 to May 1, 2031. First mortgages include $25,644,065 in the
form of a guaranteed bond bearing interest at 10.451% (including a .125% service
fee payable to an affiliate of the Local General Partner) maturing on June 20,
2008. The support loans include two loans totaling $2,440,000 maturing on May 1,
2016 and December 15, 2029, the latter of which bears interest at 1%, and the
former being non-interest bearing, and a $2,500,000 loan bearing interest at a
maximum rate of 9% and maturing on January 16, 2005. The $2,500,000 loan
includes a base interest rate of 3% and an additional interest rate of 6%. The
base interest rate is payable annually from Project Income, as defined in the
loan agreement, and can be deferred if Project Income is inadequate. The
additional interest is payable from Project Income, if available, and only after
payment of a cumulative annual 12% return on capital to the limited partners of
the Local Partnership. Currently, only the base interest rate is being paid;
however, the additional interest of 6% continues to be accrued in the
accompanying consolidated financial statements.
At March 31, 2000 and 1999, the estimated fair values of the mortgage notes
payable were approximately $47,968,000 and $47,670,000, respectively. These
estimates were based upon the present value of expected cash flows discounted at
rates currently available to the Local Partnerships for similar loans. Fair
value estimates are made at a specific point in time, based on relevant market
information, and are subjective in nature and involve uncertainties and matters
of significant judgment. Accordingly, the estimates presented herein are not
necessarily indicative of the amounts that the Local Partnerships would pay upon
maturity or disposition of the loans.
NOTE 6 - Related Parties
During their respective ownership periods, the General Partners and their
affiliates have performed services for the Partnership which include, but are
not limited to: accounting and financial management, registrar, transfer and
assignment functions, asset management, investor communications, printing and
other administrative services. The General Partners and their affiliates receive
management fees and reimbursements for general and administrative costs incurred
in connection with these services, the amount of which is limited by the
provisions of the Partnership Agreement. In order to assist in the transition
from PBP to the New GP as General Partner, the New GP engaged PBP to perform
certain of the forgoing services and
-43-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
paid PBP from amounts which would otherwise be payable to the New GP pursuant to
the terms of the Partnership Agreement. These services terminated March 31,
1998. The costs and expenses incurred to the General Partner (prior to
October 1, 1997 PBP and thereafter the New GP) were:
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Partnership management fees $254,064 $244,876 $310,950
Property management fees 76,700 125,917 87,633
Local administrative fees 20,250 21,500 20,250
General and administrative 94,417 98,826 75,723
Interest 87,852 0 0
------- ------- -------
$533,283 $491,119 $494,556
======= ======= =======
</TABLE>
The Partnership is dependent upon the support of the General Partner and certain
of its affiliates in order to meet its obligations at the Partnership level. The
General Partner and these affiliates have agreed to continue such support for
the foreseeable future.
During 2000, the General Partner and its affiliates advanced $3,178,000 to the
Partnership and as of March 31, 2000 and 1999, total advances outstanding are
$3,866,475 and $687,537, respectively. The advances are unsecured, non-interest
bearing and due on demand.
The Partnership maintained an account with the Prudential Tax Free Money Fund,
an affiliate of PBP, for investment of its available cash in short-term
instruments through October 31, 1997.
Prudential Securities Incorporated, an affiliate of PBP, owns 56 BUC$ at
March 31, 2000.
NOTE 7 - General Partners and Affiliates of Local Partnerships
Certain Local General Partners and their affiliates provided services in
connection with the construction, financing and development of the Apartment
Complexes. Interest is accrued on certain loans made by three, two and two of
the Local General Partners during the years ended March 31, 2000, 1999 and 1998.
Additionally, during the years ended March 31, 2000, 1999 and 1998, five of the
Local Partnerships were managed by a Local General Partner or its affiliates.
The costs were:
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------
2000 1999 1998
----------- ----------- -----------
<S> <C> <C> <C>
Interest $ 99,468 $ 69,280 $ 69,280
Management fees 203,597 244,626 202,448
------- ------- -------
$303,065 $313,906 $271,728
======= ======= =======
</TABLE>
-44-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
Due to general partners and affiliates of local partnerships includes amounts
payable for accrued interest, advances, property management fees and operating
loans made in accordance with operating deficit guaranty agreements.
The Local General Partner of Summer Creek Villas was formerly obligated to fund
operating deficits under two separate operating deficit guaranty agreements.
Total advances made by the Local General Partner under the operating deficit
guaranties totaled $2,742,460. In addition, the Local General Partner has made
voluntary loans in excess of its obligations under the guaranties to fund
operations of $1,945,074, which includes $300,000 from 2000, even though as of
December 31, 1997, the Local General Partner was no longer required to fund
operations of the Summer Creek Villas.
In May 1997, the management company for Summer Creek Villas and Cutler Canal II,
an affiliate of the Local General Partner, was sold to a third party.
Accordingly, at March 31, 2000, the properties owned by four of the Local
Partnerships are managed by a Local General Partner or its affiliates and one
Local Partnership is managed by an affiliate of the General Partner and Local
General Partner.
At March 31, 2000 and 1999, construction costs of $0 and $605,358 were payable
to an affiliate of one of the Local General Partners. During the year ended
March 31, 2000 the payable was forgiven (see Note 9).
At March 31, 2000 and 1999, development fees of $1,450,709 were payable to
various Local General Partners.
NOTE 8 - Concentration of Credit Risk
The Partnership maintains its cash in several banks which are insured by the
Federal Deposit Insurance Corporation (FDIC) for a balance up to $100,000. At
times during 1997, 1998 and 1999, the account balance exceeded the FDIC limit.
NOTE 9 - Extraordinary Item - Forgiveness of Indebtedness Income
RMB LIMITED PARTNERSHIP ("HUBBARDS RIDGE")
During the year ended March 31, 2000 it was determined that construction costs
payable in the amount of $605,358 would not be paid and such amounts were
subsequently written off and recorded as forgiveness of indebtedness income on
the consolidated statements of operations of the Partnership.
SUMMER CREEK VILLAS LOCAL PARTNERSHIP
During 2000 and 1999, various partners made voluntary loans to the Partnership.
The Local General Partner also elected to treat portions of such loans in the
amount of $1,051,485 as nonrepayable in 2000 and recorded as forgiveness of
indebtedness income on the consolidated statements of operations of the
Partnership.
-45-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
NOTE 10 - Commitments and Contingencies
Subsidiary Partnership - Going Concern
SUMMER CREEK VILLAS LOCAL PARTNERSHIP
The Summer Creek Villas has experienced significant declining occupancy levels
over the course of the last few years, which has resulted in recurring losses
from operations and has adversely affected the liquidity of Summer Creek Villas.
In addition to the decline in occupancy levels, Summer Creek Villas' operations
are further impeded by the inability to raise rents sufficiently to pay for the
increase in operating costs. Summer Creek Villas has been unable to obtain
maximum rents due to the competitive market and the fact that the rents in the
surrounding area are at market rate, competitive to the Project. This problem is
further compounded by the increased costs in marketing the property to
effectively compete in the sub market. Further, rent levels are restricted based
on county median income levels, which limit the maximum income that a
prospective resident can earn and maximum rents that the Project is allowed to
charge. The Summer Creek Villas has been obligated, since 1996 to repay
significant amounts of principal on its mortgage.
During 2000, in an effort to improve occupancy, the Summer Creek Villas invested
approximately $375,000 to improve the physical condition of the property. Such
improvements primarily consisted of painting and pressure cleaning of roofs,
landscaping, and individual unit upgrades. As of June 1, 2000, occupancy has
increased to 89%.
Effective January 1, 1999, Summer Creek Villas entered into a funding agreement
with its Class C local limited partner which provides for a series of loans to
be made to Summer Creek Villas in each of the years 2000, 2001 and 2002, in
amounts not to exceed $2,000,000 in the aggregate. Although no formal agreements
have been reached with the other partners, additional loans from the Partnership
(the Class A limited partnership) are expected to be obtained in accordance with
the loans to be provided under the funding agreement. Loans made in 2000 to fund
operating deficits total $2,869,761 which comprise; $2,169,761 from the
Partnership which was eliminated in consolidation and $700,000 from the Class C
local limited partner. Management expects to obtain additional funding from the
partners in the coming two years.
These loans, if obtained, are expected to enable the Summer Creek Villas to
continue operations and make payments on its mortgage while management endeavors
to improve occupancy rates and rental rates to sufficient levels to sustain
operations independent of such funding.
The Local General Partner has been considering the possibility of restructuring
the Summer Creek Villas' debt, however, as of December 31, 1999, no definitive
agreements have been reached. Additionally, the Summer Creek Villas expects that
the anticipated project shortfall in 2001 will be approximately $2,000,000.
Loans from the Funding Agreement will be used to pay for approved expenditures
and shortfalls.
As of March 31, 2000 and 1999, the consolidated financial statements include
total assets of $34,674,355 and $35,322,723, respectively, total liabilities of
$31,495,783 and $29,172,364, respectively, and a minority interest of $1,543,965
and $2,179,722, respectively, attributable to this subsidiary.
-46-
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
Summer Creek Villas' ability to continue its operations is dependent upon
management achieving the plans described in the foregoing paragraphs. The
accompanying consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Any adjustments would be
limited solely to this subsidiary's financial statements included herein.
NOTE 11 - Legal Proceeding
In late November 1997, Bond Purchase LLC ("Bond Purchase") demanded certain
information with respect to the holders of Units. Although Bond Purchase
initially stated other purposes for its request, Bond Purchase ultimately stated
that the purpose of its demand was to assist Bond Purchase in making an offer to
Unit holders to purchase 5% or less of the outstanding Units of the Partnership.
In December 1997, the Partnership responded by, among other things, informing
Bond Purchase that the Partnership would not make the requested information
available to Bond Purchase unless Bond Purchase agreed to certain conditions
intended to protect the Partnership and its investors. In February 1998, Bond
Purchase filed a complaint in Missouri State Court against the Partnership and
its general partner. The defendants moved to dismiss the Missouri action on the
grounds, among others, that the Court lacked jurisdiction over the defendants
and on August 21, 1998 the Court granted defendant's motion and entered judgment
dismissing the Missouri action. In September 1998, Bond Purchase commenced a new
action in the Delaware Court of Chancery against the Partnership and its general
partner seeking money damages, declaratory and injunctive relief. Bond Purchase
subsequently withdrew its demand for money damages in that Delaware action. In
December 1998, the case was tried before Vice Chancellor Myron Steele of the
Delaware Court of Chancery. Thereafter, on July 22, 1999, the Court directed the
Partnership to provide Bond Purchase with the list of investors. When the
Partnership's application for a stay pending appeal was thereafter denied, the
Partnership turned the list over to Bond Purchase. The plaintiff prior to trial
withdrew its claim for unspecified money damages in order to obtain an expedited
trial and has not reasserted those claims.
-47-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
The independent auditor for the Partnership, Anchin, Block, & Anchin LLP
resigned on April 28, 1999 and was replaced by Reznick Fedder & Silverman, P.C.
as was reported on Form 8K on May 13, 1999.
PART III
Item 10. Directors and Executive Officers of the Registrant.
There are no directors or executive officers of the Registrant. The Registrant
is managed by the General Partner.
The Registrant, the Registrant's General Partner and its directors and executive
officers, and any persons holding more than ten percent of the Registrant's BUC$
are required to report their initial ownership of such BUC$ and any subsequent
changes in that ownership to the Securities and Exchange Commission on Forms 3,
4 and 5. Such executive officers, directors, and persons who own greater than
ten percent of the Registrant's BUC$ are required by Securities and Exchange
Commission regulations to furnish the Registrant with copies of all Forms 3, 4
and 5 they file. All of these filling requirements were satisfied on a timely
basis. In making these disclosures, the Registrant relied solely on written
representations of the General Partner, if any, or copies of the reports they
have filed with the Securities and Exchange Commission during and with respect
to its most recent fiscal year.
The members and executive officers of the General Partner and their positions
with regard to managing the Registrant are as follows:
<TABLE>
<CAPTION>
Name Position
---- --------
<S> <C>
Alan P. Hirmes Member, President and Chief
Executive and Financial Officer
Stuart J. Boesky Member, Executive Vice President
and Chief Operating Officer
Bruce H. Brown Senior Vice President
Denise L. Kiley Vice President
Mark J. Schlacter Vice President
Marc D. Schnitzer Vice President
Glenn F. Hopps Treasurer
Teresa Wicelinski Secretary
</TABLE>
ALAN P. HIRMES, 45, is the sole stockholder of one of the general partners of
Related, the real estate finance affiliate of The Related Companies, L.P. Mr.
Hirmes has been a Certified Public Accountant in New York since 1978. Prior to
joining Related in October 1983, Mr. Hirmes was employed by Wiener & Co.,
certified public accountants. Mr. Hirmes graduated from Hofstra
-48-
<PAGE>
University with a Bachelor of Arts degree. Mr. Hirmes also serves on the Board
of Directors of Aegis Realty, Inc. and Charter Municipal Mortgage Acceptance
Company.
STUART J. BOESKY, 44, is the sole stockholder of one of the general partners of
Related, the real estate finance affiliate of The Related Companies, L.P. Mr.
Boesky practiced real estate and tax law in New York City with the law firm of
Shipley & Rothstein from 1984 until February 1986 when he joined Related. From
1983 to 1984 Mr. Boesky practiced law with the Boston law firm of Kaye, Fialkow,
Richmond & Rothstein (which subsequently merged with Strook & Strook & Lavan)
and from 1978 to 1980 was a consultant specializing in real estate at the
accounting firm of Laventhol & Horwath. Mr. Boesky graduated from Michigan State
University with a Bachelor of Arts degree and from Wayne State School of Law
with a Juris Doctor degree. He then received a Master of Laws degree in Taxation
from Boston University School of Law. Mr. Boesky also serves on the Board of
Directors of Aegis Realty, Inc., Charter Municipal Mortgage Acceptance Company
and American Mortgage Acceptance Company.
BRUCE H. BROWN, 46, is a Senior Vice President of Related and is Director of the
Portfolio Management Group. He is responsible for overseeing the administration
of the firm's public debt and equity partnerships encompassing the monitoring of
the performance of each partnership and each investment. He is also responsible
for Related's loan servicing activities with respect to the firm's $600 million
participating and insured and co-insured mortgage portfolio. Prior to joining
Related in 1987, Mr. Brown was a real estate lending officer at U.S. Trust
Company of New York and previously held management positions in the hotel and
resort industry with Helmsley-Spear and Westin Hotels. Mr. Brown graduated from
Colgate University with a Bachelor of Arts degree.
DENISE L. KILEY, 40, is an Executive Vice President and Chief Underwriter for
Related, responsible for overseeing the investment underwriting and approval of
all multifamily residential properties invested in Related sponsored corporate,
public and private equity and debt funds. Ms. Kiley is also responsible for the
strategic planning and implementation of the firm's mortgage financing programs.
Prior to joining Related in 1990, Ms. Kiley had experience acquiring, financing,
and managing the assets of multifamily residential properties. From 1981 through
1985 she was an auditor with a national accounting firm. Ms. Kiley holds a
Bachelor of Science degree in Accounting from Boston College and is a Member of
the Affordable Housing Roundtable.
MARK J. SCHLACTER, 49, is a Vice President of Mortgage Acquisitions of Related,
and has been with Related since June 1989. Mr. Schlacter is responsible for the
origination of Related's taxable participating debt programs and low-income
housing tax credit debt programs. Prior to joining Related, Mr. Schlacter
garnered 16 years of direct real estate experience covering commercial and
residential construction, single and multifamily mortgage origination and
servicing, commercial mortgage origination and servicing, multifamily property
acquisition and financing, and multifamily mortgage lending program underwriting
and development. He was a Vice President with Bankers Trust Company from 1986 to
June 1989, and held prior positions with Citibank, Anchor Savings Bank and the
Pyramid Companies covering the 1972-1986 period. Mr. Schlacter holds a Bachelor
of Arts degree in Political Science from Pennsylvania State University and
periodically teaches multifamily underwriting at the New York University School
of Continuing Education, Real Estate Institute.
MARK D. SCHNITZER, 39, is an Executive Vice President of Related and Director of
the firm's Tax Credit Acquisitions Group. Mr. Schnitzer received a Master of
Business Administration degree from The Wharton School of the University of
Pennsylvania in December 1987, and joined Related in January 1988. From 1983 to
1986, Mr. Schnitzer was a Financial Analyst in the Fixed Income Research
department of The First Boston Corporation in New York. Mr.
-49-
<PAGE>
Schnitzer received a Bachelor of Science degree, summa cum laude, in Business
Administration from the School of Management at Boston University.
GLENN F. HOPPS, 37, joined Related in December, 1990, and prior to that date was
employed by Marks Shron & Company and Weissbarth, Altman and Michaelson,
certified public accountants. Mr. Hopps graduated from New York State University
at Albany with a Bachelor of Science degree in Accounting.
TERESA WICELINSKI, 34, joined Related in June 1992, and prior to that date was
employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.
Item 11. Executive Compensation.
The Registrant does not pay or accrue any fees, salaries or any other form of
compensation to directors and officers of the General Partner for its services.
Certain executive officers and directors of the General Partner receive
compensation from affiliates of the General Partner, not from the Registrant,
for services performed for various affiliated entities, which may include
services performed for the Registrant; however, the General Partner believes
that any compensation attributable to services performed for the Registrant is
immaterial. See Item 13 Certain Relationships and Related Transactions for
information regarding compensation to the General Partner.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
As of June 1, 2000, Messrs. Boesky and Hirmes own directly or beneficially 100%
of the interest in the voting securities of the General Partner.
As of June 1, 2000, no director or executive officer of the General Partner owns
directly or beneficially any of the BUC$ issued by the Registrant.
As of June 1, 2000, no limited partner beneficially owns more than five percent
(5%) of the BUC$ issued by the Registrant.
Item 13. Certain Relationships and Related Transactions.
The Registrant has and will continue to have certain relationships with the
General Partner and its affiliates. However, there have been no direct financial
transactions between the Registrant and the directors or executive officers of
the General Partner.
Reference is made to Notes 1, 3, 6 and 7, to the consolidated financial
statements in the Registrant's financial statements, which identify the related
parties and discuss the services provided by these parties and the amounts paid
or payable for their services.
-50-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
Sequential
Page
----------
(a) 1. Financial Statements
Independent Auditors' Report 15
Consolidated Statements of Financial Condition as
of March 31, 2000 and 1999 34
Consolidated Statements of Operations for the
years ended March 31, 2000, 1999 and 1998 35
Consolidated Statements of Changes in Partners'
Capital for the years ended March 31, 2000, 1999
and 1998 36
Consolidated Statements of Cash Flows for the
years ended March 31, 2000, 1999 and 1998 37
Notes to Consolidated Financial Statements 38
(a) 2. FINANCIAL STATEMENT SCHEDULES AND INDEPENDENT
AUDITORS' REPORT ON SCHEDULES
Independent Auditors' Report on Schedules 55
Schedule III - Real Estate and Accumulated Depreciation 56
All other schedules have been omitted because they are
not required or because the required information is
contained in the financial statements or notes thereto.
-51-
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(continued)
SEQUENTIAL
PAGE
(a) 3. EXHIBITS
The Partnership's Agreement of Limited Partnership as
adopted on May 3, 1989 and Amendments thereto dated May 25,
1989 and June 21, 1989*
Amendment Number 1 to Prudential-Bache Tax Credit
Properties L.P. Amended and Restated Agreement of Limited
Partnership, dated October 1, 1997***
Form of Amended and Restated Agreement of Limited
Partnership (included in Prospectus as Exhibit A)**
Certificate of Limited Partnership as filed on May 3, 1989
and Amendments thereto dated May 25, 1989 and June 21,
1989*
Amendment to Certificate of Limited Partnership dated
October 1, 1997***
Form of Purchase and Sale Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests**
Form of Amended and Restated Agreement of Local Limited
Partnership of Local Partnerships**
Financial Statement Schedule (filed herewith) 58
(b) REPORTS ON FORM 8-K
Current report on Form 8-K dated April 28, 1999 was filed
on May 13, 1999 relating to the change in Registrant's
accountant.
*Filed as an exhibit to Pre-Effective Amendment No. 1 to
Form S-11 Registration Statement (No. 33-28571) and
incorporated herein by reference.
**Filed as an exhibit to Pre-Effective Amendment No. 2 to
Form S-11 Registration Statement (No. 33-28571) and
incorporated herein by reference.
***Filed as an exhibit to Registrants Current Report on
Form 8-K dated October 1, 1997 and incorporated herein by
reference.
-52-
<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.
PATRIOT TAX CREDIT PROPERTIES L.P.
----------------------------------
(Registrant)
By: RCC PARTNERS 96, L.L.C.,
General Partner
Date: June 16, 2000 By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Member, President and Chief
Executive and Financial Officer
<PAGE>
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated:
Signature Title Date
----------------- ------------------------------------ -------------
Member, President and Chief
/s/ Alan P. Hirmes Executive and Financial Officer
------------------ (principal executive and financial
Alan P. Hirmes officer) of RCC Partners 96, L.L.C. June 16, 2000
Member, Executive Vice President
/s/ Stuart J. Boesky and Chief Operating Officer
-------------------- (principal operating officer) of
Stuart J. Boesky RCC Partners 96, L.L.C. June 16, 2000
/s/ Glenn F. Hopps Treasurer
------------------ (principal accounting officer) of
Glenn F. Hopps RCC Partners 96, L.L.C. June 16, 2000
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
To the Partners of
Patriot Tax Credit Properties L.P. and Subsidiaries
In connection with our audit of the consolidated financial statements of Patriot
Tax Credit Properties L.P. and Subsidiaries included in this Form 10-K, we have
also audited supporting Schedule III for the year ended March 31, 2000. In our
opinion, based on our audit and the reports of the other auditors, the
consolidated schedule presents fairly, when read in conjunction with the related
consolidated financial statements, the financial data required to be set forth
therein.
REZNICK FEDDER & SILVERMAN
Bethesda, Maryland
May 5, 2000
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 2000
<TABLE>
<CAPTION>
Initial Cost to Partnership Costs Capitalized
--------------------------- Subsequent to Acquisition (7)
Buildings and -------------------------------
Description (4)(6) Encumbrances Land Improvements Improvements Carrying Costs
------------------ ------------ ---------- ------------ ------------ --------------
<S> <C> <C> <C> <C> <C>
Apartment Complexes:
RMB Limited Partnership
(Hubbard's Ridge) (1)
Garland, TX $ 1,876,026 $ 107,237 $ 965,136 $ 4,053,296 $ 185,180
Cutler Canal II
Associates, Ltd. (2)
Miami, FL 5,876,166 807,071 1,388,350 9,060,524 67,728
Diamond Street Venture (3)
Philadelphia, PA 2,971,187 9,729 234,465 2,372,993 273,218
Papillion Heights
Apartments L.P. (1)
Papillion, NE 1,000,505 63,329 1,816,598 259,945 66,552
Hill Top Homes
Apartments L.P. (1)
Arlington, TX 3,455,028 553,841 3,690,150 3,543,265 316,368
Palm Beach Apartments Ltd, (1)
(Summer Creek Villas)
West Palm Beach, FL 25,644,065 2,396,876 10,578,563 25,980,637 1,876,795
Brookland Park Plaza L.P. (1)
Richmond, VA 2,431,080 50,000 109,850 5,913,617 376,165
Compton Townhouses L.P. (1)
Cincinnati, OH 1,315,765 17,550 476,708 1,923,171 28,203
---------- --------- ---------- ---------- ---------
$44,569,822 $4,005,633 $19,259,820 $53,107,498 $3,190,209
========== ========= ========== ========== =========
<CAPTION>
Gross Amounts Life on which
at which Carried At Close of Period (5) Depreciation in
--------------------------------------- Date Latest Income
Buildings and Accumulated Construction Date Statements are
Description (4)(6) Land Improvements Total Depreciation Completed Acquired Computed
------------------ ---------- ------------ ----------- ------------ ------------ -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Apartment Complexes:
RMB Limited Partnership
(Hubbard's Ridge) (1)
Garland, TX $ 107,237 $ 5,203,612 $ 5,310,849 $ 1,694,402 5/90 12/89 30
Cutler Canal II
Associates, Ltd. (2)
Miami, FL 807,071 10,516,602 11,323,673 2,434,945 1/91 1/90 40
Diamond Street Venture (3)
Philadelphia, PA 9,729 2,880,676 2,890,405 1,047,345 12/90 1/90 40
Papillion Heights
Apartments L.P. (1)
Papillion, NE 63,329 2,143,095 2,206,424 557,676 12/90 4/90 40
Hill Top Homes
Apartments L.P. (1)
Arlington, TX 553,841 7,549,783 8,103,624 1,831,161 12/90 6/90 40
Palm Beach Apartments Ltd, (1)
(Summer Creek Villas)
West Palm Beach, FL 2,396,876 38,435,995 40,832,871 9,031,023 8/91 6/90 40
Brookland Park Plaza L.P. (1)
Richmond, VA 50,000 6,399,682 6,449,682 2,190,571 12/90 7/90 27.5
Compton Townhouses L.P. (1)
Cincinnati, OH 17,550 2,428,082 2,445,632 975,856 6/92 1/92 40
--------- ---------- ---------- ----------
$4,005,633 $75,557,527 $79,563,160 $19,762,979
========= ========== ========== ==========
</TABLE>
(1) First mortgage
(2) Includes first and second mortgages
(3) Includes first, second and third mortgages
(4) At March 31, 2000, the Registrant holds a 66.5% interest in the Local
Partnerships of Summer Creek Villas, a 98% interest in Hubbard's Ridge, Hill
Top Homes and Compton Townhouses and a 98.99% interest in Cutler Canal II,
Diamond Street, Papillion Heights and Brookland Park Plaza.
(5) The cost basis of Land and Buildings and Improvements for federal income tax
purposes as of December 31, 1999 is $80,464,063.
(6) The Registrant believes the properties are adequately insured.
(7) Costs Capitalized Subsequent to Acquisition included a write-down of
$2,700,000 for Diamond Street Venture recorded as of March 31, 1995.
<PAGE>
PATRIOT TAX CREDIT PROPERTIES L.P.
(a limited partnership)
AND SUBSIDIARIES
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 2000
<TABLE>
<CAPTION>
Cost of Property and Equipment Accumulated Depreciation
----------------------------------------------- ----------------------------------------------
Year Ended March 31,
---------------------------------------------------------------------------------------------------
Note A - Reconciliation 2000 1999 1998 2000 1999 1998
----------------------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of year $79,361,224 $79,047,385 $78,589,191 $17,604,303 $15,450,304 $13,283,832
Additions during year:
Improvements 201,936 313,839 458,194
Depreciation expense (1) 2,158,676 2,153,999 2,166,472
---------- ---------- ---------- ---------- ---------- ----------
Balance at close of year $79,563,160 $79,361,224 $79,047,385 $19,762,979 $17,604,303 $15,450,304
========== ========== ========== ========== ========== ==========
</TABLE>
(1) Refer to Notes 2 and 4 to the consolidated financial statements for
additional information.
