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 [FEE REQUIRED]
For the fiscal year ended March 31, 1996
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 0-24652
FREEDOM TAX CREDIT PLUS L.P.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3533987
- - ---------------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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:
Title of Class
Beneficial Assignment Certificates and Limited Partnership Interests
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
Page 1 of 151
<PAGE>
PART I
Item 1. Business.
General
Freedom Tax Credit Plus L.P. (the "Partnership") is a limited partnership
which was formed under the laws of the State of Delaware on August 28, 1989. The
General Partners of the Partnership are Related Freedom Associates +L.P., a
Delaware limited partnership (the " Related General Partner"), and Freedom GP
Inc., a Delaware corporation (the "Lehman General Partner" and together with the
Related General Partner, the "General Partners"). The general partner of the
Related General Partner is Related Freedom Associates Inc., a Delaware
corporation.
On February 9, 1990 the Partnership commenced a public offering (the
"Offering") of Beneficial Assignment Certificates ("BACs") representing
assignments of limited partnership interests in the Partnership ("Limited
Partnership Interests"), pursuant to a prospectus dated February 9, 1990, as
supplemented by supplements thereto dated December 7, 1990, May 10, 1991, July
10, 1991 and July 23, 1991 (as so supplemented, the "Prospectus").
The Partnership has received $72,896,000 of Gross Proceeds of the Offering
from 4,780 investors, and the Offering has been terminated. (See Item 8,
"Financial Statements and Supplementary Data", Note 1 of Notes to Consolidated
Financial Statements.)
The Partnership was formed to invest as a limited partner in other limited
partnerships ("Local Partnerships") each of which owns one or more leveraged
low-income multi-family residential complexes ("Apartment Complexes" or
"Properties") that are eligible for the low-income housing tax credit ("Housing
Tax Credit") enacted in the Tax Reform Act of 1986, some of which may also be
eligible for the historic rehabilitation tax credit ("Historic Tax Credit";
together with Housing Tax Credits, the "Tax Credits"). The Partnership's
investment in each Local Partnership represents 98% to 99% of the partnership
interests in the Local Partnership. As of March 31, 1996, the Partnership had
acquired interests in forty-two Local Partnerships. An affiliate of the
Partnership has the ability to exercise influence over the sale or refinancing
of the property, the right to replace the general partner and exercise control
over each Local Partnership. As of March 31, 1996, approximately $58,000,000 of
net proceeds have been invested in such properties, representing all of the
Partnership's net proceeds available for investment. Subsequent to March 31,
1996 and as of the date of this filing, there have been no additional
investments, nor are any other investments expected. See Item 2, Properties,
below.
The Partnership has been formed to invest in low-income Apartment Complexes
that are eligible for the Housing Tax Credit enacted in the Tax Reform Act of
1986. Some Apartment Complexes may also be eligible for Historic Rehabilitation
Tax Credits ("Historic Complexes"). The investment objectives of the Partnership
are described below.
1. Entitle qualified BACs holders to Housing Tax Credits over the Credit
Period with respect to each Apartment Complex.
2. Preserve and protect the Partnership's capital.
3. Participate in any capital appreciation in the value of the Properties
and provide distributions of Sale or Refinancing Proceeds upon the disposition
of the Properties.
4. Allocate passive losses to individual BACs holders to offset passive
income that they may realize from rental real estate investments and other
passive activities, and allocate passive losses to corporate BACs holders to
offset business income.
One of the Partnership's objectives is to entitle qualified BACs holders to
Housing Tax Credits over the period of the Partnership's entitlement to claim
Tax Credits (for each Property, generally ten years from the date
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<PAGE>
of investment or, if later, the date the Property is leased to qualified
tenants; referred to herein as the "Credit Period"). Each of the Local
Partnerships in which the Partnership has an interest has been allocated by the
relevant state credit agency the authority to recognize Housing Tax Credits
during the Credit Period provided that the Local Partnership satisfies the rent
restriction, minimum set-aside and other requirements for recognition of the
Housing Tax Credits at all times during such period. Once a Local Partnership
has become eligible to recognize Housing Tax Credits, it may lose such
eligibility and suffer an event of "recapture" if its Property fails to remain
in compliance with the Housing Tax Credit requirements. None of the Local
Partnerships in which the Partnership has acquired an interest has suffered an
event of recapture.
There can be no assurance that the Partnership will achieve its investment
objectives.
Competition
The real estate business is highly competitive and substantially all of the
properties acquired are subject to active competition from similar properties in
their respective vicinities. In addition, various other limited partnerships
may, in the future, be formed by the General Partners and/or their affiliates to
engage in businesses which may be competitive with the Partnership.
Employees
The Partnership does not have any direct employees. All services are
performed for the Partnership by its General Partners and their affiliates. The
General Partners receive compensation in connection with such activities as set
forth in Items 11 and 13. In addition, the Partnership reimburses the General
Partners and certain of their affiliates for expenses incurred in connection
with the performance by their employees of services for the Partnership in
accordance with the Partnership's Amended and Restated Agreement and Certificate
of Limited Partnership (the "Partnership Agreement").
Item 2. Properties.
The Partnership holds a 99%, 98.99% and 98% limited partnership interest in
nine, ten and twenty-three Local Partnerships, respectively. Set forth below is
a schedule of these Local Partnerships including certain information concerning
the Apartment Complexes (the "Local Partnership Schedule"). Further information
concerning these Local Partnerships and their Properties may be found in
Schedule III.
Local Partnership Schedule
<TABLE>
<CAPTION>
% of Units Occupied at May 1
---------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- - ----------------------------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Parkside Townhomes
York, PA (53) September 1990 98% 100% 100% 100% 100%
Twin Trees
Layton, UT (43) October 1990 100% 100% 100% 100% 97%
Bennion (Mulberry)
Taylorsville, UT (80) October 1990 100% 100% 99% 98% 99%
Hunters Chase
Madison, AL (91) October 1990 97% 83% 92% 98% 96%
Wilshire Park
Huntsville, AL (65) October 1990 92% 89% 86% 97% 97%
</TABLE>
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<PAGE>
Local Partnership Schedule (continued)
<TABLE>
<CAPTION>
% of Units Occupied at May 1
---------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- - ----------------------------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Bethel Park
Bethel, OH (84) October 1990 93% 96% 96% 99% 93%
Zebulon Park
Owensville, OH (66) October 1990 97% 92% 94% 92% 99%
Tivoli Place
Murphreesboro, TN (61) October 1990 100% 100% 100% 98% 97%
Northwood (Hartwood)
Jacksonville, FL (110) October 1990 100% 99% 97% 100% 96%
Oxford Trace
Aiken, SC (29) October 1990 100% 100% 93% 93% 76%
Ivanhoe Apts.
Salt Lake City, UT (19) January 1991 100% 100% 100% 100% 100%
Washington Brooklyn
Brooklyn, NY (24) January 1991 96% 100% 100% 100% 100%
Manhattan B (C.H. Development)
New York, NY (35) January 1991 100% 97% 100% 100% 100%
Davidson Court
Staten Island, NY (38) March 1991 97% 92% 87% 100% 100%
Magnolia Mews
Philadelphia, PA (63) March 1991 100% 100% 100% 100% 100%
Oaks Village
Whiteville, NC (40) March 1991 100% 95% 100% 100% 100%
Greenfield Village
Dunn, NC (40) March 1991 100% 98% 95% 95% 95%
Morris Avenue (CLM Equities)
Bronx, NY (58) April 1991 100% 100% 100% 100% 100%
Victoria Manor
Riverside, CA (112) April 1991 97% 97% 98% 100% 62%
Ogontz Hall
Philadelphia, PA (35) April 1991 87% 97% 100% 98% 25%
Eagle Ridge
Stoughton, WI (54) May 1991 91% 94% 96% 96% 98%
</TABLE>
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<PAGE>
Local Partnership Schedule (continued)
<TABLE>
<CAPTION>
% of Units Occupied at May 1
---------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- - ----------------------------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Nelson Anderson
Bronx, NY (20) June 1991 93% 98% 100% 100% 100%
Abraham Lincoln Apts.
Irondequoit, NY (69) September 1991 97% 100% 97% 100% 97%
Wilson Street Apts. (Middletown)
Middletown, PA (44) September 1991 100% 96% 98% 100% 0*
Lauderdale Lakes
Lauderdale Lakes, FL (172) October 1991 100% 99% 100% 99% 98%
Flipper Temple
Atlanta, GA (163) October 1991 100% 100% 99% 100% 100%
220 Cooper Street
Camden, NJ (29) December 1991 97% 100% 97% 100% 90%
Pecan Creek
Tulsa, OK (47) December 1991 98% 98% 97% 100% 100%
Vendome
Brooklyn, NY (24) December 1991 96% 100% 100% 100% 0*
Rainer Villas
New Augusta, MS (20) December 1991 100% 100% 100% 96% 100%
Pine Shadow Apts.
Waveland, MS (48) December 1991 100% 100% 100% 100% 99%
Windsor Place
Wedowee, AL (24) December 1991 100% 100% 100% 100% 100%
Brookwood Apts.
Foley, AL (38) December 1991 100% 100% 100% 100% 100%
Heflin Hills Apts.
Heflin, AL (24) December 1991 100% 100% 100% 100% 100%
Shadowood Apts.
Stevenson, AL (24) December 1991 92% 100% 88% 83% 0*
Brittany Apts.
DeKalb, MS (25) December 1991 100% 100% 100% 100% 96%
Hidden Valley Apts.
Brewton, AL (40) December 1991 100% 100% 100% 100% 100%
Westbrook Square
Carthage, MS (32) December 1991 100% 97% 81% 100% 100%
</TABLE>
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<PAGE>
Local Partnership Schedule (continued)
<TABLE>
<CAPTION>
% of Units Occupied at May 1
---------------------------------------
Name and Location (Number of Units) Date Acquired 1996 1995 1994 1993 1992
- - ----------------------------------- ------------- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Royal Pines Apts. (Warsaw Elderly)
Warsaw, KY (36) December 1991 100% 100% 100% 100% 0*
West Hill Square
Gordo, AL (24) December 1991 100% 96% 100% 96% 100%
Elmwood Manor
Picayune, MS (24) December 1991 100% 100% 100% 100% 0*
Harmony Gate Apts.
Los Angeles, CA (70) March 1992 96% 94% 98% 100% 0*
</TABLE>
*Properties still in construction phase.
All leases are generally for periods not greater than one to two years and
no tenant occupies more than 10% of the rentable square footage.
Commercial tenants (to which average rental per square foot applies)
comprise less than 5% of the rental revenues of the Partnership. Rents for the
residential units are determined annually by HUD and reflect increases in
consumer price indices in various geographic areas.
Management continuously reviews the physical state of the properties and
budgets improvements when required which are generally funded from cash flow
from operations or release of replacement reserve escrows. No improvements are
expected to require additional financing.
Management continuously reviews the insurance coverage of the properties
and believes such coverage is adequate.
See Item 1, Business, above for the general competitive conditions to which
the properties described above are subject.
Real estate taxes are calculated using rates and assessed valuations
determined by the township or city in which the property is located. Such taxes
have approximated 1% of the aggregate cost of the properties as shown in
Schedule III to the financial statements included herein.
For a description of mortgage encumbrances, see Item 8 Financial Statements
and Supplementary Data.
In connection with investments in development-stage Apartment Complexes,
the General Partners generally require that the general partners of the Local
Partnerships ("Local General Partners") provide completion guarantees and/or
undertake to repurchase the Partnership's interest in the Local Partnership if
construction or rehabilitation is not completed substantially on time or on
budget ("Development Deficit Guarantees"). The development deficit guarantees
have expired and the operating deficit guarantees have come into effect, since
the properties are no longer under construction and are in the operating stage.
The Development Deficit Guarantees generally also require the Local General
Partner to provide any funds necessary to cover net operating deficits of the
Local Partnership until such time as the Apartment Complex has achieved
break-even operations. The General Partners generally require that the Local
General Partners undertake an obligation to fund operating deficits of the Local
Partnership (up to a stated maximum amount) during a limited period of time
(typically three to five years) following the achievement of break-even
operations ("Operating Deficit Guarantees"). Under the terms of the Operating
Deficit Guaranty, amounts funded will be treated as Operating Loans which will
not bear interest and
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<PAGE>
which will be repaid only out of 50% of available cash flow or out of available
net sale or refinancing proceeds. In cases where the General Partners deem it
appropriate, the obligations of a Local General Partner under the Development
Deficit Operating Deficit, and/or Rent-Up Guarantees are secured by letters of
credit and/or cash escrow deposits.
Housing Tax Credits with respect to a given Apartment Complex are available
for a ten-year period that commences when the property is leased to qualified
tenants. However, the annual Tax Credits available in the year in which the
Apartment Complex is leased to qualified tenants must be prorated based upon the
months remaining in the year. The amount of the annual Tax Credits not available
in the first year will be available in the eleventh year. In certain cases, the
Partnership acquired its interest in a Local Partnership after the Local
Partnership had placed its Apartment Complex in service. In these cases, the
Partnership may be allocated Tax Credits only beginning in the month following
the month in which it acquired its interest. Tax Credits allocated in any prior
period are not available to the Partnership.
Item 3. Legal Proceedings.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Security Holder
Matters.
As of March 31, 1996, the Partnership had issued and has outstanding 72,896
Limited Partnership Interests, each representing a $1,000 capital contribution
to the Partnership, or an aggregate capital contribution of $72,896,000. All of
the issued and outstanding Limited Partnership Interests have been issued to
Freedom Assignor Inc. (the "Assignor Limited Partner"), which has in turn issued
72,896 BACs to the purchasers thereof for an aggregate purchase price of
$72,896,000. Each BAC represents all of the economic and virtually all of the
ownership rights attributable to a Limited Partnership Interest held by the
Assignor Limited Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to exceed $100), but Limited Partnership Interests so acquired are not
thereafter convertible into BACs. As of March 31, 1996 the Partnership has 4,470
registered holders of an aggregate of 72,896 BACs.
Neither the BACs nor the Limited Partnership Interests are traded on any
established trading market. The Partnership does not intend to include the BACs
for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partners have imposed
restrictions limiting the transferability of the BACs and the Limited
Partnership Interests in secondary market transactions. These restrictions
should prevent a public trading market from developing that would adversely
affect the ability of an investor to liquidate his or her investment quickly. It
is expected that such procedures will remain in effect until such time, if ever,
as further revision of the Revenue Act of 1987 may permit the Partnership to
lessen the scope of the restrictions.
All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $2,000 are held by the two General Partners.
There are no material restrictions in the Partnership's Agreement on the
ability of the Partnership to make distributions. The Partnership has made no
distributions to the BACs holders as of March 31, 1996. The Partnership does not
anticipate providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.
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<PAGE>
Item 6. Selected Financial Data.
The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
financial statements in Item 8 hereof.
<TABLE>
<CAPTION>
For the Years Ended March 31,
-----------------------------------------------------------------------
OPERATIONS 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ -----------
<S> <C> <C> <C> <C> <C>
Revenues $ 12,999,861 $ 12,714,134 $ 12,743,936 $ 10,324,655 $ 5,609,597
Operating expenses 18,120,329 17,520,409 17,309,022 16,114,022 9,551,514
------------ ------------ ------------ ------------ -----------
Loss before minority
interest (5,120,468) (4,806,275) (4,565,086) (5,789,367) (3,941,917)
Minority interest 58,131 50,461 56,776 15,292 37,135
------------ ------------ ------------ ------------ -----------
Net loss $ (5,062,337) $ (4,755,814) $ (4,508,310) $ (5,774,075) $(3,904,782)
============ ============ ============ ============ ===========
Net loss per limited
partner per BAC $ (68.75) $ (64.59) $ (61.23) $ (78.01) $ (57.34)
============ ============ ============ ============ ===========
</TABLE>
<TABLE>
<CAPTION>
March 31,
--------------------------------------------------------------------
FINANCIAL POSITION 1996 1995 1994 1993 1992
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Total assets $127,623,516 $133,237,559 $138,872,814 $147,981,833 $139,171,303
============ ============ ============ ============ ============
Mortgage notes payable 72,249,613 73,019,371 73,518,550 74,330,267 11,678,148
============ ============ ============ ============ ============
Construction notes payable 0 0 0 298,963 45,385,457
============ ============ ============ ============ ============
Total liabilities $ 79,110,848 $ 79,311,502 $ 79,988,589 $ 84,723,765 $ 75,116,805
============ ============ ============ ============ ============
Total partners' capital $ 40,582,160 $ 45,631,256 $ 50,389,210 $ 54,897,520 $ 60,671,595
============ ============ ============ ============ ============
</TABLE>
During the years ended March 31, 1992 and 1993 the partnership was in the
property acquisition stage with approximately $63,000,000 and $15,000,000,
respectively, expended for construction in progress and property and equipment.
In addition, the subsidiary partnerships borrowed approximately $10,000,000 and
$45,000,000 during the years ended March 31, 1992 and 1993. Construction notes
payable increased approximately $28,000,000 from March 31, 1991 to 1992 and then
from March 31, 1992 to 1993 construction notes were converted to mortgage notes.
During the years ended March 31, 1993 through 1996, total assets decreased
primarily due to depreciation, partially offset by new additions to property and
equipment. Mortgage notes payable decreased primarily due to principal
repayments of mortgages.
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<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
The Partnership's primary source of funds was the proceeds of its public
offering. During the year ended March 31, 1996, the primary sources of liquidity
included working capital reserves, interest earned on working capital reserves,
and distributions received from the Local Partnerships.
Pursuant to a public offering which began in February, 1990 and terminated
during August, 1991, the Partnership received $72,896,000 in gross proceeds from
the sale of Limited Partnership Interests. The net proceeds available for
investment, after establishment of a working capital reserve, payment of sales
commissions, acquisition fees, acquisition expenses and organization and
offering expenses, were approximately $58,681,000. The entire amount of the net
proceeds has been fully invested in 42 Local Partnerships.
A working capital reserve of approximately $2,551,000 (3.5% of gross equity
raised) was initially established. Approximately $797,000 remains in the reserve
as of March 31, 1996 and the balance was previously used to pay operating
expenses of the Partnership including Partnership management fees payable to the
General Partners.
During the fiscal year ended March 31, 1996, cash and cash equivalents of
the Partnership and its forty-two consolidated subsidiary partnerships decreased
$70,615 as a result of cash flow from operations ($1,421,806) an increase in due
to local general partner and affiliates ($109,884) being exceeded by capital
improvements ($216,221), a decrease in due to local general partner and
affiliates ($302,737), a decrease in the capitalization of consolidated
subsidiaries attributable to minority interest ($306,162) and repayments of
mortgage loans ($769,758). Included in the adjustments to reconcile the net loss
to cash flow from operations is depreciation and amortization in the amount of
$5,471,471.
During the years ended March 31, 1996 ("Fiscal Year 1996"), March 31, 1995
("Fiscal Year 1995") and March 31, 1994 ("Fiscal 1994") the amounts received
from the Local Partnerships were $116,626, $157,786 and $18,670, respectively.
Cash distributions from Local Partnerships are not expected to reach a level
sufficient to permit cash distributions to BACs holders. These distributions as
well as the working capital reserves referred to in the paragraph above will be
used to meet the operating expenses of the Partnership.
Several Local Partnerships have Development Deficit Guaranty Agreements, in
which the Local General Partner agrees to pay the amount by which the costs
incurred to construct, develop and equip the property exceed amounts received
from mortgage financings, capital contributions and income generated by the
property prior to its completion. No such fundings occurred in Fiscal Years
1996, 1995 and 1994.
The gross amount of the Operating Deficit Guarantees aggregate
approximately $9,500,000 of which approximately $3,500,000, $4,400,000 and $0
had expired as of March 31, 1996, 1995 and 1994, respectively. During the years
ended March 31, 1996, 1995 and 1994, approximately $102,000, $66,000 and
$119,000, respectively, has been funded by the local general partners to meet
such obligations. Amounts funded under such agreements are treated as
non-interest bearing loans. (See Note 7(b) below for repayment terms).
HUD recently released the American Community Partnerships Act (the "ACPA").
The ACPA is HUD's blueprint for providing for the nation's housing needs in an
era of static or decreasing budget authority.
Two key proposals in the ACPA that could affect the Local Partnerships are:
a discontinuation of project based Section 8 subsidy payments and an attendant
reduction in debt on properties that were supported by the Section 8 payments.
The ACPA calls for a transition during which the project based Section 8
would be converted to a tenant based voucher system. Any FHA insured debt would
then be "marked-to-market", that is revalued in light of the reduced income
stream, if any.
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<PAGE>
Several industry sources have already commented to HUD and Congress that in
the event the ACPA were fully enacted in its present form the reduction in
mortgage indebtedness would be considered taxable income to limited partners in
the Partnership. Legislative relief has been proposed to exempt "mark-to-market"
debt from cancellation of indebtedness income treatment.
Management is not aware of any trends or events, commitments or
uncertainties, which have not otherwise been disclosed, that will or are likely
to impact liquidity in a material way. Management believes the only impact would
be from laws that have not yet been adopted. The portfolio is diversified by the
location of the properties around the United States so that if one area of the
country is experiencing downturns in the economy, the remaining properties in
the portfolio may not be experiencing downswings. However, the geographic
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 42 local partnerships, all of which fully have their tax credits in
place. The tax credits are attached to the project for a period of ten years and
are transferable with the property during the remainder of the ten year period.
If trends in the real estate market warranted the sale of a property, the
remaining tax credits would transfer to the new owner; thereby adding
significant value to the property on the market.
Results of Operations
Property and equipment are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate disposition
of the property. Cost includes the purchase price, acquisition fees and
expenses, and any other costs incurred in acquiring the properties. A provision
for loss on impairment of assets is recorded when estimated amounts recoverable
through future operations and sale of the property on an undiscounted basis are
below depreciated cost. However, depreciated cost, adjusted for such reductions
in value, if any, may be greater than the fair value. Property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value. Through March 31, 1996, the Partnership has not
recorded any provisions for loss on impairment of assets or reductions to
estimated fair value.
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Company is required to review long-lived assets and
certain identifiable intangibles for impairment whenever events or changes in
circumstances indicate that the book value of an asset may not be recoverable.
An impairment loss should be recognized whenever the review demonstrates that
the book value of a long-lived asset is not recoverable. Effective April 1,
1996, the Partnership intends to adopt SFAS No. 121, consistent with the
required adoption period. The Partnership does not currently expect the
implementation to have a material impact on its financial condition or its
future results of operations.
The following is a summary of the results of operations of the Partnership
for the fiscal years ended March 31, 1996, 1995 and 1994.
The Partnership's revenues consist primarily of rental income with the
corresponding expenses being divided among operations, depreciation, and
mortgage interest.
The Partnership has negotiated Operating Deficit Guaranty Agreements with
all Local Partnerships, by which the Local General Partners have agreed to funds
operating deficits for a specified period of time commencing at break-even.
Amounts received under operating deficit guarantees from the local general
partners are treated as operating loans which will not bear interest and will be
repaid only out of 50% of available cash flow or out of available net sale or
refinancing proceeds.
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<PAGE>
1996 vs. 1995
Rental income increased approximately $182,000 for the year ended March 31,
1996 as compared to 1995, primarily due to rental rate increases.
Total expenses, excluding repairs and maintenance, and general and
administrative-related parties increased 0.5% for the year ended March 31, 1996
as compared to 1995.
Repairs and maintenance increased approximately $328,000 for the year ended
March 31, 1996 as compared to 1995, primarily due to eight Local Partnerships
addressing the physical needs of the properties. Increases at four Local
Partnerships were the result of an increase in landscaping expenses and
carpeting replacement. There was an increase at a fifth Local Partnership due to
painting and repairs to cabinets and doors as a result of a HUD inspection.
There was an increase at a sixth Local Partnership due to the installation of an
alarm system and replacement of doors. Carpeting replacement led to increases at
two other Local Partnerships.
General and administrative - related parties expenses increased
approximately $199,000 for the year ended March 31, 1996 as compared to 1995,
primarily due to an increase in partnership management fees and property
management fees.
1995 vs. 1994
Rental income increased approximately $132,000 for the year ended March 31,
1995 as compared to 1994, primarily due to rental rate increases.
Other income decreased approximately $162,000 for the year ended March 31,
1995 as compared to 1994, primarily due to an overaccrual of escrow interest at
March 31, 1994.
Repairs and maintenance increased approximately $193,000 for the year ended
March 31, 1995 as compared to 1994, primarily due to an increased demand to
address the physical needs and maintenance of the properties, due to the aging
of the properties. The expense increase is necessary to maintain high occupancy
levels.
General and administrative expenses increased approximately $168,000 for
the year ended March 31, 1995 as compared to 1994, primarily due to small
increases at many of the properties.
General and administrative-related parties expenses increased approximately
$177,000 for the year ended March 31, 1995 as compared to 1994, primarily due to
an increase in management fees at many of the properties.
Other
The Partnership continues to meet its primary objective of generating
Housing Tax Credits. Housing Tax Credits are generated by a Property over a
ten-year period commencing as each Property is leased to qualified tenants.
During the years ended March 31, 1996, 1995 and 1994 the Housing Tax Credits
recognized by the Partnership totaled $11,208,869, $11,208,869 and $11,213,708,
respectively. There were no Historic Tax Credits recognized in Fiscal Years
1996, 1995, and 1994.
The Partnership's investment as a limited partner in the Local Partnerships
is subject to the risks incident to the management and ownership of improved
real estate. The Partnership's investments also could be adversely affected by
poor economic conditions generally, which could increase vacancy levels, rental
payment defaults and operating expenses, any or all of which could threaten the
financial viability of one or more of the Local Partnerships.
-11-
<PAGE>
There also are substantial risks associated with the operation of Apartment
Complexes receiving government assistance. These include governmental
regulations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government approval
for rent increases; limitations on the percentage of income which low and
moderate income tenants may pay as rent; the possibility that Congress may not
appropriate funds to enable HUD to make the rental assistance payments it has
contracted to make; and that when the rental assistance contracts expire there
may not be market demand for apartments at full market rents in a Local
Partnership's Apartment Complex.
The Local Partnerships are impacted by inflation in several ways. Inflation
generally allows for increases in rental rates to reflect the impact of higher
operating and replacement costs. Inflation also affects the Local Partnerships
adversely by increasing operating costs as a result of higher costs of such
items as fuel, utilities and labor. However, continued inflation may result in
appreciated values of the Local Partnerships' Apartment Complexes over a period
of time as rental revenues and replacement costs continue to increase.
The Partnership does not anticipate that it will be in a position to make
cash distributions at any time prior to the disposition of the properties. If
distributions of operating cash flow are made, it is expected that they will be
limited. As of March 31, 1996 no such distributions have been made.
-12-
<PAGE>
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
---------
(a) 1. Financial Statements
Independent Auditors' Report 14
Consolidated Balance Sheets as of March 31, 1996 and
1995 121
Consolidated Statements of Operations for the years
ended March 31, 1996, 1995 and 1994 122
Consolidated Statements of Changes in Partners' Capital
for the years ended March 31, 1996, 1995 and 1994 123
Consolidated Statements of Cash Flows for the years
ended March 31, 1996, 1995 and 1994 124-125
Notes to Consolidated Financial Statements 126-133
-13-
<PAGE>
[Letterhead of KPMG Peat Marwick LLP Letterhead]
INDEPENDENT AUDITORS' REPORT
The Partners
Freedom Tax Credit Plus L.P.:
We have audited the accompanying consolidated balance sheets of Freedom
Tax Credit Plus L.P. and consolidated partnerships as of March 31, 1996 and
1995, and the related consolidated statements of operations, changes in
partners' capital and cash flows for each of the years in the three-year period
ended March 31, 1996. In connection with our audits of the consolidated
financial statements, we also have audited the financial statement schedules.
These consolidated financial statements and the financial statement schedules
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these consolidated financial statements and the financial
statement schedules based on our audits. We did not audit the financial
statements of 28 of the consolidated partnerships, which statements reflect
combined assets constituting 49% and combined revenues constituting 49% of the
related consolidated totals for 1996 and 1995. Those statements were audited by
other auditors whose reports have been furnished to us, and our opinion, insofar
as it relates to the amounts included for those partnerships, is based solely on
the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believed 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 Freedom Tax Credit
Plus L.P. and consolidated partnerships as of March 31, 1996 and 1995, and the
results of their operations and their cash flows for each of the years in the
three-year period ended March 31, 1996, in conformity with generally accepted
accounting principles. Also in our opinion, the related financial statement
schedules, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
June 18, 1996
<PAGE>
[Letterhead of McKonly & Asbury]
INDEPENDENT AUDITOR'S REPORT
The Partners of Parkside
Townhomes Associates
Lancaster, Pennsylvania
We have audited the accompanying balance sheets of Parkside Townhomes
Associates (a limited partnership), as of December 31, 1995 and 1994, and
the related statements of income, partners' equity, and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Parkside
Townhomes Associates at December 31, 1995 and 1994, and its income,
partners' equity, and cash flows for the years then ended in conformity
with generally accepted accounting principles.
[Signature of McKonly & Asbury]
Harrisburg, Pennsylvania
February 6, 1996
[Letterhead addresses]
<PAGE>
[Letterhead of McKonly & Asbury]
INDEPENDENT AUDITOR'S REPORT
The Partners of Parkside
Townhomes Associates Pennsylvania Housing Finance Agency
Lancaster, Pennsylvania Harrisburg, Pennsylvania
We have audited the accompanying balance sheets of Parkside Townhomes
Associates (a limited partnership), PHFA Project No. 0-90 as of December
31, 1994 and 1993, and the related statements of profit and loss,
partners' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller
General of the United States. Those standards require that we plan and
perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Parkside
Townhomes Associates at December 31, 1994 and 1993, and its profit and
loss, partners' equity, and cash flows for the years then ended in
conformity with generally accepted accounting principles.
[Letterhead addresses]
<PAGE>
We have also reviewed internal control and compliance matters in
accordance with the Pennsylvania Housing Finance Agency's HOMES Financial
Reporting manual and have rendered our reports thereon on pages 24 and 26.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplementary information
on pages 15 through 29 is presented for the purpose of additional analysis
and is not a required part of the basic financial statements. Such
information has been subjected to the auditing procedures applied in the
audits of the 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.
[Signature of McKonly & Asbury]
Harrisburg, Pennsylvania
January 31, 1995
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Twin Trees Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Twin Trees Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Twin Trees Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then in conformity with generally
accepted accounting principles.
February 9, 1996 [Signature of KPMG Peat Marwick LLP]
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Twin Trees Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Twin Trees Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Twin
Trees Apartments, A Limited Partnership as of December 31, 1994 and 1993, and
its revenues and expenses, changes in partners' capital, and cash flows for the
years then ended on the basis of accounting described in note 1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Bennion Park Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Bennion Park Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
we believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bennion Park Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 2, 1996
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Bennion Park Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Bennion Park Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Bennion
Park Apartments, A Limited Partnership as of December 31, 1994 and 1993, and its
revenues and expenses, changes in partners' capital, and cash flows for the
years then ended on the basis of accounting described in note 1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Hunters Chase Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Hunters Chase Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hunters Chase Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 9, 1996
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Hunters Chase Apartments, A
Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Hunters Chase Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Hunters
Chase Apartments, A Limited Partnership as of December 31, 1994 and 1993, and
its revenues and expenses, changes in partners' capital (deficit), and cash
flows for the years then ended on the basis of accounting described in note
1(b).
[Signature of KPMG Peat Marwick LLP]
February 10 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Wilshire Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Wilshire Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, partners' capital (deficit), and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our 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 Wilshire Apartments, A Limited
Partnership as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 9, 1996
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Wilshire Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Wilshire Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of
Wilshire Apartments, A Limited Partnership as of December 31, 1994 and 1993, and
its revenues and expenses, changes in partners' capital (deficit), and cash
flows for the years then ended on the basis of accounting described in note
1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Bethel Park Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Bethel Park Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bethel Park Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 2, 1996
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Bethel Park Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Bethel Park Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Bethel
Park Apartments, A Limited Partnership as of December 31, 1994 and 1993, and its
revenues and expenses, changes in partners' capital (deficit), and cash flows
for the years then ended on the basis of accounting described in note 1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Zebulon Park Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Zebulon Park Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zebulon Park Apartments, A
Limited Partnership as of December 31, 1995 and 1994 and the results of its
operations and its cash flows for the years then ended.
[Signature of KPMG Peat Marwick LLP]
February 9, 1996
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Zebulon Park Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Zebulon Park Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Zebulon
Park Apartments, A Limited Partnership as of December 31, 1994 and 1993, and its
revenues and expenses, changes in partners' capital (deficit), and cash flows
for the years then ended on the basis of accounting described in note 1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Tivoli Place Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Tivoli Place Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tivoli Place Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 9, 1996
<PAGE>
[KPMG Peat Marwick LLP Letterhead]
Independent Auditors' Report
The Partners
Tivoli Place Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Tivoli Place Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Tivoli
Place Apartments, A Limited Partnership as of December 31, 1994 and 1993, and
its revenues and expenses, changes in partners' capital (deficit), and cash
flows for the years then ended on the basis of accounting described in note 1
(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Northwood Apartments of Georgia,
A Limited Partnership:
We have audited the accompanying balance sheets of Northwood Apartments of
Georgia, A Limited Partnership as of December 31, 1995 and 1994, and the related
statements of loss, changes in partners' capital (deficit), and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Northwood Apartments of
Georgia, A Limited Partnership as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 2, 1996
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Northwood Apartments of Georgia,
A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Northwood Apartments of Georgia, A
Limited Partnership as of December 31, 1994 and 1993, and the related statements
of revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of
Northwood Apartments, A Limited Partnership as of December 31, 1994 and 1993,
and its revenues and expenses, changes in partners' capital, and cash flows for
the years then ended on the basis of accounting described in note 1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1995
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Oxford Trace Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Oxford Trace Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the related statements
of loss, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Oxford Trace Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 9, 1996
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Oxford Trace Apartments, A Limited Partnership:
We have audited the accompanying statements of assets, liabilities, and
partners' capital -- income tax basis of Oxford Trace Apartments, A Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
revenues and expenses -- income tax basis, changes in partners' capital
(deficit) -- income tax basis, and cash flows -- income tax basis 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.
As described in note 1(b), these financial statements were prepared on the basis
of accounting the Partnership uses for income tax purposes, which is a
comprehensive basis of accounting other than generally accepted accounting
principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities, and partners' capital of Oxford
Trace Apartments, A Limited Partnership as of December 31, 1994 and 1993, and
its revenues and expenses, changes in partners' capital, and cash flows for the
years then ended on the basis of accounting described in note 1(b).
[Signature of KPMG Peat Marwick LLP]
February 10, 1994
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Partners of
Ivanhoe Apartments Limited Partnership
We have audited the accompanying balance sheet of Ivanhoe Apartments Limited
Partnership (a Limited Partnership) as of December 31, 1995 and 1994 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 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 Ivanhoe Apartments Limited
Partnership at December 31, 1995 and 1994, and the results of its operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.
[Signature of Lake, Hill & Company]
Lake, Hill & Company
Salt Lake City, Utah
January 15, 1996
<PAGE>
INDEPENDENT ACCOUNTANTS' REPORT
To the Partners of
Ivanhoe Apartments Limited Partnership
We have audited the accompanying balance sheet of Ivanhoe Apartments Limited
Partnership (a Limited Partnership) as of December 31, 1994 and 1993 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 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 Ivanhoe Apartments Limited
Partnership at December 31, 1994 and 1993, and the results of its operations and
cash flows for the years then ended, in conformity with generally accepted
accounting principles.
[Signature of Lake, Hill & Company]
Lake, Hill & Company
Salt Lake City, Utah
January 17, 1995
<PAGE>
[Letterhead of Rubin & Katz LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Washington Brooklyn Limited Partnership
New York, New York
We were engaged to audit the accompanying balance sheet of Washington Brooklyn
Limited Partnership as of December 31, 1994, and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the partnership's
management.
We were unable to obtain written representations from management as required by
generally accepted auditing standards. Also, certain supporting data was not
available for our audit. Therefore, we were not able to satisfy ourselves about
the status of tenant recertifications (which effect the low income housing
credits) and reserve fund requirements, as well as the amounts at which due from
managing agent, due from general partner and cash restricted for tenants'
security deposits are recorded in the accompanying balance sheet at December 31,
1994.
Because of the significance of the matters discussed in the preceding paragraph,
the scope of our work was not sufficient to enable us to express, and we do not
express, an opinion on the financial statements referred to in the first
paragraph.
[Signature of Rubin & Katz LLP]
New York, New York
February 6, 1995
<PAGE>
[Letterhead of David H. Grumer]
INDEPENDENT AUDITOR'S REPORT
The Partners
Washington Brooklyn Limited Partnership
New York, New York
I have audited the balance sheet of Washington Brooklyn Limited Partnership as
of December 31, 1992, and the related statements of operations, partners' equity
and cash flows for each of the two years in the period ended December 31, 1992.
These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audits provide a reasonable basis for my opinion on the above
referenced financial statements.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Washington Brooklyn Limited
Partnership, as of December 31, 1992, and the results of operations and its cash
flows for each of the two years in the period ended December 31, 1992, in
conformity with generally accepted accounting principles.
<PAGE>
I was engaged to audit the balance sheet of Washington Brooklyn Limited
Partnership as of December 31, 1993, and the related statements of operations,
partners' equity and cash flows for the year ended December 31, 1993. These
financial statements are also the responsibility of management.
Members of the management of the general partner of Washington Brooklyn Limited
Partnership (see the last paragraph) have declined to provide written
representations in connection with the audit of the 1993 financial statements.
Since the involvement of the general partner is important and I was not able to
apply other auditing procedures to satisfy myself as to the representations that
were requested, the scope of my work was not sufficient to enable me to express
an opinion on the financial as of December 31, 1993, and for the year then
ended.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As more fully described in Notes 2
and 3 the general partner is in the process of dissolution. This and other
factors associated with the dissolution, raise substantial doubt about the
Partnership's ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 2. The financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
June 15, 1994
[Signature of David H. Grumer]
<PAGE>
[Letterhead of Richard J. Klinkowitz Certified Public Accountant]
To the Partners
C-H DEVELOPMENT GROUP ASSOCIATES
(A LIMITED PARTNERSHIP)
625 Madison Avenue
New York, New York 10022
Gentlemen:
I have audited the accompanying balance sheet of C-H DEVELOPMENT GROUP
ASSOCIATES (a New York Limited Partnership) as of December 31, 1995 and the
related statement of operations, partners' capital and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on the audit.
I conducted the audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain a reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that the audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H DEVELOPMENT GROUP ASSOCIATES as
of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
Respectfully submitted,
[Signature of Richard J. Klinkowitz]
Far Rockaway, New York
February 19, 1996
<PAGE>
[Letterhead of Richard J. Klinkowitz Certified Public Accountant]
To the Partners
C-H DEVELOPMENT GROUP ASSOCIATES
(A LIMITED PARTNERSHIP)
4 Weyant Drive
Cedarhurst, NY 11516
Gentlemen:
I have audited the accompanying balance sheet of C-H DEVELOPMENT GROUP
ASSOCIATES (a New York Limited Partnership) as of December 31, 1994 and the
related statement of operations, partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on the audit.
I conducted the audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain a reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that the audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H DEVELOPMENT GROUP ASSOCIATES as
of December 31, 1994 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
Respectfully submitted,
[Signature of Richard J. Klinkowitz]
Far Rockaway, New York
February 19, 1995
<PAGE>
[Letterhead of Richard J. Klinkowitz Certified Public Accountant]
To the Partners
C-H DEVELOPMENT GROUP ASSOCIATES
(A LIMITED PARTNERSHIP)
4 Weyant Drive
Cedarhurst, NY 11516
Gentlemen:
I have audited the accompanying balance sheet of C-H DEVELOPMENT GROUP
ASSOCIATES (a New York Limited Partnership) as of December 31, 1993 and the
related statement of operations, partners' capital and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. My responsibility is to express an opinion on these
financial statements based on the audit.
I conducted the audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain a reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that the audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of C-H DEVELOPMENT GROUP ASSOCIATES as
of December 31, 1993 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
Respectfully submitted,
[Signature of Richard J. Klinkowitz]
Far Rockaway, New York
February 16, 1994
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Davidson Court Limited Partnership:
We have audited the accompanying balance sheets of Davidson Court Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
income, changes in partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the 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 Davidson Court Limited
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
January 29, 1996
<PAGE>
[Letterhead of KPMG Peat Marwick LLP]
Independent Auditors' Report
The Partners
Davidson Court Limited Partnership:
We have audited the accompanying balance sheets of Davidson Court Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
income, changes in partners' capital, and cash flows for the years then ended.
These financial statements are the responsibility of the 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 Davidson Court Limited
Partnership as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
[Signature of KPMG Peat Marwick LLP]
February 3, 1995
<PAGE>
[Letterhead of Haefele, Flanagan & Co. p.c.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Magnolia Mew Limited Partnership
Philadelphia, Pennsylvania
We have audited the accompanying balance sheet of MAGNOLIA MEWS LIMITED
PARTNERSHIP (a Pennsylvania Limited Partnership) as of December 31, 1995, and
the related statements of operations, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MAGNOLIA MEWS LIMITED
PARTNERSHIP as of December 31, 1995, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
[Signature of Haefele, Flanagan & Co. p.c.]
Moorestown, New Jersey
February 2, 1996
<PAGE>
[Letterhead of Haefele, Flanagan & Co. p.c.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Magnolia Mew Limited Partnership
Philadelphia, Pennsylvania
We have audited the accompanying balance sheet of MAGNOLIA MEWS LIMITED
PARTNERSHIP (a Pennsylvania Limited Partnership) as of December 31, 1994, and
the related statements of operations, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MAGNOLIA MEWS LIMITED
PARTNERSHIP as of December 31, 1994, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
[Signature of Haefele, Flanagan & Co. p.c.]
Moorestown, New Jersey
February 8, 1995
<PAGE>
[Letterhead of Haefele, Flanagan & Co. p.c.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Magnolia Mew Limited Partnership
Philadelphia, Pennsylvania
We have audited the accompanying balance sheet of MAGNOLIA MEWS LIMITED
PARTNERSHIP (a Pennsylvania Limited Partnership) as of December 31, 1993, and
the related statements of operations, partners' equity, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of MAGNOLIA MEWS LIMITED
PARTNERSHIP as of December 31, 1993, and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
[Signature of Haefele, Flanagan & Co. p.c.]
Moorestown, New Jersey
January 24, 1994
<PAGE>
[Letterhead of Bradley, Snipes, Gower & Associates, P.A.]
The Partners
The Oaks Village Limited Partnership
Dunn, North Carolina
Gentlemen:
We have audited the accompanying balance sheets of The Oaks Village Limited
Partnership, Dunn, North Carolina (a North Carolina limited partnership), FmHA
Project No.: 38-024-561572445 as of December 3l, 1995 and 1994, and the
related statements of operations, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of The Oaks
Village Limited Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 The Oaks Village Limited
Partnership, Dunn, North Carolina as of December 31, 1995 and 1994, and the
results of its operations, the changes
<PAGE>
in partners' equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on Page 14
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audit of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
Respectfully submitted,
[Signature of Bradley, Snipes, Gower & Associates, P.A.]
Bradley, Snipes, Gower
& Associates, P. A.
Dunn, North Carolina
January 25, 1996
<PAGE>
[Letterhead of Bradley, Snipes, Gower & Associates, P.A.]
The Partners
The Oaks Village Limited Partnership
Dunn, North Carolina
Gentlemen:
We have audited the accompanying balance sheets of The Oaks Village Limited
Partnership, Dunn, North Carolina (a North Carolina limited partnership), FmHA
Project No.: 38-024-56l572445 as of December 3l, l994 and l993, and the
related statements of operations, partners' equity, and cash flows for the years
then ended. These financial statements are the responsibility of The Oaks
Village Limited Partnership's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 The Oaks Village Limited
Partnership, Dunn, North Carolina as of December 31, 1994 and 1993, and the
results of its operations, the changes
<PAGE>
in partners' equity and cash flows for the years then ended in conformity with
generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on Page 14
is presented for the purpose of additional analysis and is not a required part
of the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the 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.
Respectfully submitted,
[Signature of Bradley, Snipes, Gower & Associates, P.A.]
Bradley, Snipes, Gower & Associates, P. A.
Dunn, North Carolina
January 13, 1995
<PAGE>
[Letterhead of Bradley, Snipes, Gower & Associates, P.A.]
The Partners
Greenfield Village Limited Partnership
Dunn, North Carolina
Gentlemen:
We have audited the accompanying balance sheets of Greenfield Village
Limited Partnership, Dunn, North Carolina (a North Carolina limited
partnership), FmHA Project No.: 38-043-561614646, as of December 31, 1995 and
1994, and the related statements of operations, partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Greenfield Village Limited Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
<PAGE>
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Greenfield Village Limited
Partnership, Dunn, North Carolina as of December 31, 1995 and 1994, and the
results of its operations, the changes in partners' equity and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on Page 14
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.
Respectfully submitted,
[Signature of Bradley, Snipes, Gower & Associates, P.A.]
Bradley, Snipes, Gower & Associates, P. A.
Dunn, North Carolina
January 25, 1996
<PAGE>
[Letterhead of Bradley, Snipes, Gower & Associates, P.A.]
The Partners
Greenfield Village Limited Partnership
Dunn, North Carolina
Gentlemen:
We have audited the accompanying balance sheets of Greenfield Village
Limited Partnership, Dunn, North Carolina (a North Carolina limited
partnership), FmHA Project No.: 38-043-561614646, as of December 31, 1994 and
1993, and the related statements of operations, partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Greenfield Village Limited Partnership's management. Our responsibility is
to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
<PAGE>
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Greenfield Village Limited
Partnership, Dunn, North Carolina as of December 31, 1994 and 1993, and the
results of its operations, the changes in partners' equity and its cash flows
for the years then ended in conformity with generally accepted accounting
principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on Page 14
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.
Respectfully submitted,
[Signature of Bradley, Snipes, Gower & Associates, P.A.]
Bradley, Snipes, Gower & Associates, P. A.
Dunn, North Carolina
January 13, 1995
<PAGE>
[Letterhead of Koch Geringer & Company]
Independent Auditor's Report
To the Partners
CLM Equities
We have audited the accompanying balance sheet of CLM Equities (A Limited
Partnership) as of December 31, 1995 and the related statements of operations,
changes in partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLM Equities (A Limited
Partnership) as of December 31, 1995 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.
[Signature of Koch Geringer & Company]
Certified Public Accountants
New York, New York
January 18, 1996
<PAGE>
[Letterhead of Koch Geringer & Company]
Independent Auditor's Report
To the Partners
CLM Equities
We have audited the accompanying balance sheet of CLM Equities (A Limited
Partnership) as of December 31, 1994 and the related statements of operations,
changes in partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLM Equities (A Limited
Partnership) as of December 31, 1994 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
[Signature of Koch Geringer & Company]
Certified Public Accountants
New York, New York
January 30, 1995
<PAGE>
[Letterhead of Koch Geringer & Company]
Independent Auditors' Report
To the Partners
CLM Equities
We have audited the accompanying balance sheet of CLM Equities (A Limited
Partnership) as of December 31, 1993 and the related statements of operations,
changes in partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of CLM Equities (A Limited
Partnership) as of December 31, 1993 and the results of its operations and its
cash flows for the year then ended in conformity with generally accepted
accounting principles.
[Signature of Koch Geringer & Company]
Certified Public Accountants
New York, New York
February 14, 1994
<PAGE>
[Letterhead of Nanas, Stern, Biers, Neinstein and Co.]
INDEPENDENT AUDITORS' REPORT
The Partners
Victoria Manor Associates
Beverly Hills, California
We have audited the accompanying balance sheet of Victoria Manor Associates (a
California limited partnership), as of December 31, 1995 and the related
statements of partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Victoria Manor Associates as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
[Signature of Nanas, Stern, Biers, Neinstein and Co.]
NANAS, STERN, BIERS, NEINSTEIN AND CO.
January 8, 1996
<PAGE>
[Letterhead of Nanas, Stern, Biers, Neinstein and Co.]
INDEPENDENT AUDITORS' REPORT
The Partners
Victoria Manor Associates
Los Angeles, California
We have audited the accompanying balance sheet of Victoria Manor Associates (a
California limited partnership) as of December 31, 1994 and the related
statements of partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Victoria Manor Associates as of
December 31, 1994, and results of its cash flows for the year then ended in
conformity with general accepted accounting principles.
[Signature of Nanas, Stern, Biers, Neinstein and Co.]
January 31, 1995
<PAGE>
[Letterhead of Nanas, Stern, Biers, Neinstein and Co.]
INDEPENDENT AUDITORS' REPORT
The Partners
Victoria Manor Associates
Los Angeles, California
We have audited the accompanying balance sheet of Victoria Manor Associates (a
California limited partnershlp) as of December 31, 1993 and the related
statements of partners' equity and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Victoria Manor Associates as of
December 31, 1993, and results of its cash flows for the year then ended in
conformity with general accepted accounting principles.
[Signature of Nanas, Stern, Biers, Neinstein and Co.]
January 25, 1994
<PAGE>
[Letterhead of Fishbein & Company, P.C.]
INDEPENDENT AUDITOR'S REPORT
January 29, 1996
Partners
Ogontz Hall Investors
Philadelphia, Pennsylvania
We have audited the accompanying balance sheet of OGONTZ HALL INVESTORS (A
Limited Partnership), PHFA Project No. 0-0116, as of December 31, 1995, and the
related statements of profit and loss, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit. The financial statements of Ogontz Hall
Investors as of and for the year ended December 31, 1994, were audited by other
auditors whose report dated February 2, 1995, expressed an unqualified opinion
on those statements.
We conducted our audit in accordance with generally accepted auditing
standards and "Government Auditing Standards" issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material 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 Ogontz Hall Investors as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information included in
this report (shown on pages 28 through 33) is presented for purposes of
additional analysis and is not a required part of the basic financial statements
of the Partnership. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
In accordance with "Government Auditing Standards," we have also issued a
report dated January 29, 1996, on our consideration of Ogontz Hall Investors'
internal control structure and a report dated January 29, 1996, on compliance.
[Signature of Fishbein & Company, P.C.]
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Ogontz Hall Investors Limited Partnership
We have audited the accompanying balance sheets of Ogontz Hall Investors
Limited Partnership as of December 31, 1994 and 1993, and the related statements
of profit and loss (on HUD Form No. 92410), partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of
the project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Ogontz Hall Investors
Limited Partnership as of December 31, 1994 and 1993, and the results of its
operations, the changes in partners' equity and cash flows for the years then
ended, in conformity with generally accepted accounting principles.
<PAGE>
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information as of
December 31, 1994 on pages 35 through 39 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.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 2, 1995, except Note H as to
which the date is March 23, 1995
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
Independent Auditors' Report
To the Partners
Ogontz Hall Investors Limited Partnership
We have audited the accompanying balance sheet of Ogontz Hall Investors
Limited Partnership (a Pennsylvania limited partnership) as of December 31,
1993, 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. 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 Ogontz Hall Investors
Limited Partnership as of December 31, 1993, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
January 28, 1994
<PAGE>
[Letterhead of Morton, Nehls & Tierney, S.C.]
INDEPENDENT AUDITORS' REPORT ON THE INTERNAL CONTROL STRUCTURE
To the Partners
Eagle Ridge Limited Partnership
Madison, Wisconsin
In planning and performing our audit of the financial statements of Eagle Ridge
Limited Partnership as of and for the year ended December 31, 1995, we
considered its internal control structure in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial statements
and not to provide assurance on the internal control structure. However, we
noted a certain matter involving the internal control structure and its
operation that we consider to be a reportable condition under standards
established by the American Institute of Certified Public Accountants.
Reportable conditions involve matters coming to our attention relating to
significant deficiencies in the design or operation of the internal control
structure that, in our judgment, could adversely affect the Partnership's
ability to record, process, summarize, and report financial data consistent with
the assertions of management in the financial statements.
The reportable condition we noted was that there is not an adequate overall
internal control structure design because there is little segregation of duties.
A system of internal control procedures contemplates an adequate segregation of
duties so that no one individual handles a transaction from its inception to its
completion. While we recognize your entity may not be large enough to permit an
adequate segregation of duties in all respects for an effective system of
internal control procedures, it is important you are aware of this condition.
We also noted matters involving the internal control structure and its operation
that we have reported to the management of the Partnership in a separate
communication.
This report is intended for the information of the owners, management and the
Wisconsin Housing and Economic Development Authority.
[Signature of Morton, Nehls & Tierney, S.C.]
Madison, Wisconsin
February 29, 1996
<PAGE>
[Letterhead of Morton, Nehls & Tierney, S.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Eagle Ridge Limited Partnership
Madison, Wisconsin
We have audited the accompanying balance sheets of Eagle Ridge Limited
Partnership as of December 31, 1994 and 1993, and the related statements of
income (loss), partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Partnership as of December
31, 1994 and 1993, and the results of its operations and its cash flows for the
years then ended in conformity with generally accepted accounting principles.
Madison, Wisconsin
January 26, 1995, except for the first
paragraph in Note 2 as to which the
date is February 3, 1995
[Signature of Morton, Nehls & Tierney, S.C.]
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Nelson Anderson Affordable
Housing Limited Partnership
We have audited the accompanying balance sheet of Nelson Anderson
Affordable Housing Limited Partnership as of December 31, 1995, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nelson Anderson Affordable
Housing Limited Partnership as of December 31, 1995, and the results of its
operations, the changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 2, 1996
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Nelson Anderson Affordable
Housing Limited Partnership
We have audited the accompanying balance sheet of Nelson Anderson
Affordable Housing Limited Partnership as of December 31, 1994, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nelson Anderson Affordable
Housing Limited Partnership as of December 31, 1994, and the results of its
operations, the changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 1, 1995
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Nelson Anderson Affordable
Housing Limited Partnership
We have audited the accompanying balance sheet of Nelson Anderson
Affordable Housing Limited Partnership as of December 31, 1993, and the related
statements of operations, changes in partners' capital and cash flows for the
year then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Nelson Anderson Affordable
Housing Limited Partnership as of December 31, 1993, and the results of its
operations, the changes in partners' capital and cash flows for the year then
ended, in conformity with generally accepted accounting principles.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 1, 1994
<PAGE>
[Letterhead of Coopers & Lybrand]
Report of Independent Accountants
To the Partners
Conifer Irondequoit Associates
We have audited the accompanying balance sheets of Conifer Irondequoit
Associates (A Limited Partnership), as of December 31, 1995 and 1994, 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 Conifer Irondequoit Associates
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
[Signature of Coopers & Lybrand]
Rochester, New York
February 2, 1996
<PAGE>
[Letterhead of Coopers & Lybrand]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Conifer Irondequoit Associates
We have audited the accompanying balance sheets of Conifer Irondequoit
Associates (A Limited Partnership), as of December 31, 1994 and 1993, 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 Conifer Irondequoit Associates
as of December 31, 1994 and 1993, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
[Signature of Coopers & Lybrand]
Rochester, New York
January 25, 1995
<PAGE>
[Letterhead of J.H. Williams & Co.]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Middletown Associates (a Limited Partnership)
Middletown, Pennsylvania
We have audited the accompanying balance sheets of Middletown Associates (a
Limited Partnership) as of December 31, 1995 and 1994 and the related statements
of income, statements of 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 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 the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Middletown Associates (a
Limited Partnership) at December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then
ended in conformity with generally accepted accounting principles.
[Signature of J.H. Williams & Co.]
Kingston, Pennsylvania
February 12, 1996
<PAGE>
[Letterhead of J.H. WILLIAMS & CO.]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Middletown Associates (a Limited Partnership)
Middletown, Pennsylvania
We have audited the accompanying balance sheets of Middletown Associates (a
Limited Partnership) as of December 31, 1994 and 1993 and the related statements
of income and statements of 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 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 the
Partnership's general partners and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Middletown Associates (a
Limited Partnership) at December 31, 1994 and 1993, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.
[Signature of J.H. Williams & Co.]
Kingston, Pennsylvania
February 9, l995
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Lauderdale Lakes Associates, Ltd.
We have audited the accompanying balance sheets of Lauderdale Lakes
Associates, Ltd., as of December 31, 1995 and 1994, and the related statements
of operations, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lauderdale Lakes Associates,
Ltd. as of December 31, 1995 and 1994, and the results of its operations and its
cash flows for the years then ended, in conformity with generally accepted
accounting principles.
[Signature of Reznick Fedder & Silverman]
Charlotte, North Carolina
January 26, 1996
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Lauderdale Lakes Associates, Ltd.
We have audited the accompanying balance sheet of Lauderdale Lakes
Associates, Ltd., as of December 31, 1994, and the related statement of
operations, partners' capital and cash flows for the year ended December 31,
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lauderdale Lakes Associates,
Ltd. as of December 31, 1994 and the results of its operations and its cash
flows for the year then ended, in conformity with generally accepted accounting
principles.
[Signature of Reznick Fedder & Silverman]
Charlotte, North Carolina
January 20, 1995
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Lauderdale Lakes Associates, Ltd.
We have audited the accompanying balance sheet of Lauderdale Lakes
Associates, Ltd., (a Florida limited partnership), as of December 31, 1993,
and the related statement of operations, partners' capital and cash flows for
the year ended December 31, 1993. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Lauderdale Lakes Associates,
Ltd. as of December 31, 1993 and the results of its operations and its cash
flows for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
[Signature of Reznick Fedder & Silverman]
Charlotte, North Carolina
January 20, 1994
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Flipper Temple Associates, L.P.
We have audited the accompanying balance sheet of Flipper Temple
Associates, L.P. as of December 31, 1995, and the related statements of profit
and loss (on HUD Form No. 92410), partners' equity and cash flows for the year
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit 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 Flipper Temple Associates,
L.P. as of December 31, 1995, 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 22
through 27 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.
<PAGE>
In accordance with Government Auditing Standards, we have also issued
reports dated January 23, 1996 on our consideration of Flipper Temple Associates
L.P.'s internal control structure and on its compliance with specific
requirements applicable to major HUD programs, affirmative fair housing, and
laws and regulations applicable to the financial statements.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 23, 1996
Federal Employer
Identification Number:
52-1088612
Audit Principal:
Lester A. Kanis
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Flipper Temple Associates, L.P.
We have audited the accompanying balance sheet of Flipper Temple
Associates, L.P. as of December 31, 1994, and the related statements of profit
and loss (on HUD Form No. 92410), partners' capital and cash flows for the year
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards 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 Flipper Temple Associates,
L.P. as of December 31, 1994, and the results of its operations, the changes in
partners' capital and cash flows for the year then ended, in conformity with
generally accepted accounting principles.
<PAGE>
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 26 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.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 1, 1995
Federal Employer
Identification Number:
52-1088612
Audit Principal:
Lester A. Kanis
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Flipper Temple Associates, L.P.
We have audited the accompanying balance sheet of Flipper Temple
Associates, L.P. (a Pennsylvania limited partnership) as of December 31, 1993,
and the related statements of profit and loss (on HUD Form No. 92410), partners'
capital and cash flows for the year then ended. These financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards 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 Flipper Temple Associates,
L.P. as of December 31, 1993, and the results of its operations, the changes
in partners' capital and cash flows for the year then ended, in conformity with
generally accepted accounting principles.
<PAGE>
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 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 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.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
February 2, 1994
Federal Employer
Identification Number:
52-1088612
Audit Principal:
Lester A. Kanis
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners of
220 Cooper Street, L.P.
We have audited the accompanying balance sheet of 220 Cooper Street, L.P.,
as of December 31, 1994, and the related statements of operations, partners'
equity and cash flows for the year then ended. There financial statements are
the responsibility of the partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 220 Cooper Street, L.P. as
of December 31, 1994, 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.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
January 17, 1995
<PAGE>
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners of
220 Cooper Street, L.P.
We have audited the accompanying balance sheet of 220 Cooper Street, L.P.
(A New Jersey Limited Partnership), as of December 31, 1993, and the
related statements of operations, partners' equity and cash flows for the
year then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of 220 Cooper Street, L.P. as
of December 31, 1993, 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.
[Signature of Reznick Fedder & Silverman]
Bethesda, Maryland
January 13, 1994
<PAGE>
[Letterhead of Archambo, Mueggenborg & Hulsey, Inc.]
To the Partners
Pecan Creek Limited Partnership
Bartlesville, Oklahoma
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Pecan Creek Limited
Partnership, HUD Project No. FHA 118-35121 (a limited partnership), as of
December 31, 1995 and 1994 and the related statements of income, changes in
partners' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the 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 Pecan Creek Limited Partnership
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
<PAGE>
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying supplemental information shown on
pages 13 to 19 is presented for the purpose of additional analysis and is not a
required part of the financial statements of Pecan Creek Limited Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the financial statements and, in our opinion, is fairly presented in
all material respects in relation to the financial statements taken as a whole.
[Signature of Archambo, Mueggenborg & Hulsey, Inc.]
January 22, 1996
<PAGE>
[Letterhead of Archambo, Mueggenborg & Hulsey, Inc.]
To the Partners
Pecan Creek Limited Partnership
Bartlesville, Oklahoma
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of Pecan Creek Limited
Partnership, HUD Project No. FHA 118-35121 (a limited partnership), as of
December 31, 1994 and 1993 and the related statements of income, changes in
partners' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Project's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our 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 Pecan Creek Limited Partnership
as of December 31, 1994 and 1993, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the report (shown
on pages 11 to 17) are presented for the purpose of additional analysis and are
not a required part of the financial statements of Pecan Creek Limited
Partnership. Such information has been subjected to the auditing procedures
<PAGE>
applied in the audit of the financial statements and, in our opinion, is fairly
presented in all material aspects in relation to the financial statements taken
as a whole.
[Signature of Archambo, Mueggenborg & Hulsey, Inc.]
January 24, 1995
<PAGE>
[Letterhead of Agbimson & Co., PLLC]
INDEPENDENT AUDITOR'S REPORT
To the Partners
363 Grand Vendome Associates, Limited Partnership
We have audited the accompanying balance sheet of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 1995, and the related statements of
Loss, Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
Except as discussed in the following paragraph, 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.
We are unable to obtain adequate support for the carrying value for the building
construction and rehabilitation costs included in the fixed assets at December
31, 1995, which also affected material amounts included in the Statements of
Loss and Partners' Capital for the year then ended as described in Note 10.
In our opinion, except for the effects on the financial statements of such
adjustments, if any, as might have been determined to be necessary had we been
able to examine evidence regarding the carrying value of building and
rehabilitation costs, the financial statements referred to in the first
paragraph above present fairly, in all material respects, the financial position
of 363 Grand Vendome Associates, Limited Partnership, as of December 31, 1995,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
[Signature of Agbimson & Co., PLLC]
Rockville Centre, New York
February 29, l996
<PAGE>
[Letterhead of Agbimson & Co., PLLC]
INDEPENDENT AUDITOR'S REPORT
To the Partners
363 Grand Vendome Associates, Limited Partnership
We have audited the accompanying balance sheet of 363 Grand Vendome Associates,
Limited Partnership, as of December 31, 1994, and the related statements of
Loss, Partners' Capital and Cash Flows for the year then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
Except as discussed in the following paragraph, 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.
We were unable to obtain adequate support for the carrying value for the
building construction and rehabilitation costs included in the fixed assets at
December 31, 1994, which also affected material amounts included in the
Statements of Loss and Partner's Capital for the year then ended as described
in Note 9.
In our opinion, except for the effects on the financial statements of such
adjustments, if any, as might have been determined to be necessary had we been
able to examine evidence regarding the carrying value of building and
rehabilitation costs, the financial statements referred to in the first
paragraph above present fairly, in all material respects, the financial position
of 363 Grand Vendome Associates, Limited Partnership, as of December 31, 1994,
and the results of its operations and its cash flows for the year then ended in
conformity with generally accepted accounting principles.
[Signature of Agbimson & Co., PLLC]
Rockville Centre, New York
February 10, 1995
<PAGE>
[Letterhead of Agbimson & Co., P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
363 Grand Vendome Associates
Limited Partnership
We were engaged to audit the accompanying balance sheet of 363 Grand Vendome
Associates, Limited Partnership, as of December 31, 1993, and the related
statements of operations and Accumulated Deficit, Partners' Capital, and Cash
Flows for the year then ended. These financial statements are the responsibility
of the Company's management.
Books and records pertaining to transactions for the first half of the year,
representing approximately 50 percent of operating revenue and related expenses
were not available for audit. Further, documents supporting the existence of
material liabilities reflected on the balance sheet were also unavailable.
Since the company was unable to produce auditable records for the first half of
the year and verify material liabilities, the scope of our work was not
sufficient to enable us to express, and we do not express, an opinion on these
financial statements.
[Signature of Agbimson & Co., P.C.]
Rockville Centre, New York
March 31 1994
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
New Augusta Associates, Ltd.
New Augusta, Mississippi
I have audited the accompanying balance sheets of New Augusta Associates, Ltd.,
a limited partnership, RECD Project No.: 28-056-640665470 as of December 31,
1995 and 1994, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New Augusta Associates, Ltd., RECD
Project No.: 28-056-640665470 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 5, 1996 on my consideration of New Augusta Associates, Ltd.,
internal control structure and a report dated February 5, 1996 on its compliance
with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 5, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
New Augusta Associates, Ltd.
New Augusta, Mississippi
I have audited the accompanying balance sheets of New Augusta Associates, Ltd.,
a limited partnership, FmHA Project No.: 28-56-640665470 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New Augusta Associates, Ltd., FmHA
Project No.: 28-56-640665470 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 21, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Pine Shadow, Ltd.
Waveland, Mississippi
I have audited the accompanying balance sheets of Pine Shadow, Ltd., a limited
partnership, RECD Project No.: 28-023-640661063 as of December 31, 1995 and
1994, and the related statements of operations, partners' capital and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pine Shadow Ltd., RECD Project
No.: 28-023-640661063 as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 1, 1996 on my consideration of Pine Shadow, Ltd., internal
control structure and a report dated February 1, 1996 on its compliance with
laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 1, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Pine Shadow, Ltd.
Waveland, Mississippi
I have audited the accompanying balance sheets of Pine Shadow, Ltd., a limited
Partnership, FmHA Project No.: 28-023-640661063 as of December 31, 1994 and
1993, and the related statements of operations, partners' capital and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. l believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Pine Shadow, Ltd., FmHA Project
No.: 28-023-640661063 as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 25, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Windsor Place, L.P.
Wedowee, Alabama
I have audited the accompanying balance sheets of Windsor Place, L.P., a limited
partnership, RECD Project No.: 01-056-631024917 as of December 31, 1995 and
1994, and the related statements of operations, partners' capital and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Windsor Place, L.P., RECD Project
No.: 01-056-631024917 as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 4, 1996 on my consideration of Windsor Place, L.P.'s internal
control structure and a report dated February 4, 1996 on its compliance with
laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 4, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Windsor Place, L.P.
Wedowee, Alabama
To the Partnerships Brookwood Associates Ltd. Foley, Alabama
I have audited the accompanying balance sheets of Windsor Place, L.P., a limited
partnership, FmHA Project No.: 01-056-631024917 as of December 31, 1994 and
1993, and the related statements of operations, partners' capital and cash flows
for the years then ended. These financial statements are the responsibility of
the partnership's management. My responsibility is to express an opinion on
these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Windsor Place, L.P., FmHA Project
No.: 01-056-631024917 as of December 31, 1994 and 1993, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 25, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Brookwood Associates, Ltd.
Foley, Alabama
I have audited the accompanying balance sheets of Brookwood Associates, Ltd., a
limited partnership, RECD Project No.: 01-002-621394754 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brookwood Associates, Ltd., RECD
Project No.: 01-002-621394754 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 21, 1996 on my consideration of Brookwood Associates, Ltd.'s
internal control structure and a report dated February 21, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 21, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Brookwood Associates, Ltd.
Foley, Alabama
I have audited the accompanying balance sheets of Brookwood Associates, Ltd., a
limited partnership, FmHA Project No.: 01-002-621394754 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial sheets based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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 we as evaluating the overall financial statement
presentation. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brookwood Associates, Ltd., FmHA
Project No.: 01-002-621394754 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 17, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Heflin Hills Apartments, Ltd.
Heflin, Alabama
I have audited the accompanying balance sheets of Heflin Hills Apartments, Ltd.,
a limited partnership, RECD Project No.: 01-015-631039371 as of December 31,
1995 and 1994, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Heflin Hills Apartments, Ltd., RECD
Project No.: 01-015-631039371 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 23, 1996 on my consideration of Heflin Hills Apartments, Ltd.,
internal control structure and a report dated February 23, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 23, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Heflin Hills Apartments, Ltd.
Heflin, Alabama
I have audited the accompanying balance sheets of Heflin Hills Apartments, Ltd.,
a limited partnership, FmHA Project No.: 01-015-631039371 as of December 31,
1994 and 1993, and the related statements of operations, partners' deficit and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Heflin Hills Apartments, Ltd., FmHA
Project No.: 01-015-631039371 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 20, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Shadowood Apartments, Ltd.
Stevenson, Alabama
I have audited the accompanying balance sheets of Shadowood Apartments, Ltd., a
limited partnership, RECD Project No.: 01-036-631030182 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Shadowood Apartments, Ltd.,
RECD Project No.: 01-036-631030182 as of December 31, 1995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 23, 1996 on my consideration of Shadowood Apartments, Ltd.,
internal control structure and a report dated February 23, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 23, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Shadowood Apartments, Ltd.
Stevenson, Alabama
I have audited the accompanying balance sheets of Shadowood Apartments, Ltd., a
limited partnership, FmHA Project No.: 01-036-631030182 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Shadowood Apartments, Ltd., FmHA
Project No.: 01-036-631030182 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 25, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Brittany Associates, L.P.
Dekalb, Mississippi
I have audited the accompanying balance sheets of Brittany Associates, L.P., a
limited partnership, RECD Project No.: 28-035-58l896085 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brittany Associates, L.P., RECD
Project No.: 28-035-581896085 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 20, 1996 on my consideration of Brittany Associates, L.P.,
internal control structure and a report dated February 20, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 20, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Brittany Associates
Dekalb, Mississippi
I have audited the accompanying balance sheets of Brittany Associates, L.P., a
limited partnership, FmHA Project No.: 28-035-581896085 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Brittany Associates, L.P., FmHA
Project No.: 28-035-581896085 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through ll is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 17, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Hidden Valley Apartments, Ltd.
Brewton, Alabama
I have audited the accompanying balance sheets of Hidden Valley Apartments,
Ltd., a limited partnership, RECD Project No.: 01-027-631025600 as of December
31, 1995 and 1994, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Hidden Valley Apartments, Ltd.,
RECD Project No.: 01-027-631025600 as of December 31, l995 and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 23, 1996 on my consideration of Hidden Valley Apartments, Ltd.,
internal control structure and a report dated February 23, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 23, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Hidden Valley Apartments, Ltd.
Brewton, Alabama
I have audited the accompanying balance sheets of Hidden Valley Apartments,
Ltd., a limited partnership, FmHA Project No.: 01-027-631025600 as of December
31, 1994 and 1993, and the related statements of operations, partners' capital
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Hidden Valley Apartments, Ltd.,
FmHA Project No.: 01-027-631025600 as of December 31, 1994 and 1993, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 14 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 22, 1995
<PAGE>
[Letterhead of Bartlett & Gunter, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Westbrook Square, Ltd.
We have audited the balance sheets of Westbrook Square, Ltd., (a limited
Partnership) as of December 31, 1995 and 1994, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Governmental 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 Westbrook Square, Ltd. (a limited
partnership) as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
[Signature of Bartlett & Gunter, CPA, P.C.]
February 28, 1996
<PAGE>
[Letterhead of Bartlett & Gunter, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Westbrook Square Ltd.
We have audited the balance sheets of Westbrook Square, Ltd., (a limited
Partnership) as of December 31, 1994 and 1993, and the related statements of
operations, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Governmental Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Westbrook Square, Ltd. (a limited
partnership) as of December 31, 1994 and 1993, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
[Signature of Bartlett & Gunter, CPA, P.C.]
February 28, l995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Warsaw Elderly Housing, Ltd.
Warsaw, Kentucky
I have audited the accompanying balance sheets of Warsaw Elderly Housing, Ltd.,
a limited partnership, RECD Project No.: 20-039-621409235 as of December 31,
1995 and 1994, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Warsaw Elderly Housing, Ltd., RECD
Project No.: 20-039-621409235 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 22, 1996 on my consideration of Warsaw Elderly Housing, Ltd.,
internal control structure and a report dated February 22, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 22, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Warsaw Elderly Housing, Ltd.
Warsaw, Kentucky
I have audited the accompanying balance sheets of Warsaw Elderly Housing, Ltd.,
a limited partnership, FmHA Project No.: 20-039-621409235 as of December 31,
1994 and 1993, and the related statements of operations, partners' capital and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Warsaw Elderly Housing, Ltd., FmHA
Project No.: 20-039-621409235 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 23, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
West Hill Square, Ltd.
Gordo, Alabama
I have audited the accompanying balance sheets of West Hill Square, Ltd., a
limited partnership, RECD Project No.: 01-054-631010865 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of West Hill Square, Ltd., RECD
Project No.: 01-054-631010865 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 25, 1996 on my consideration of West Hill Square, Ltd., internal
control structure and a report dated February 25, 1996 on its compliance with
laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 25, 1996
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
West Hill Square, Ltd.
Gordo, Alabama
I have audited the accompanying balance sheets of West Hill Square, Ltd., a
limited partnership, FmHA Project No.: 01-054-631010865 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of West Hill Square, Ltd., FmHA
Project No.: 01-054-631010865 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 24, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Elmwood Associates, L.P.
Picayune, Mississippi
I have audited the accompanying balance sheets of Elmwood Associates, L.P., a
limited partnership, FmHA Project No.: 28-055-640804193 as of December 31, 1994
and 1993, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Elmwood Associates, L.P., FmHA
Project No.: 28-055-640804193 as of December 31, 1994 and 1993, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form FmHA 1930-8) Parts I through
III for the year ended December 31, 1994 and 1993, is presented for purposes of
complying with the requirements of the Farmers Home Administration and is also
not a required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in my opinion is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
[Signature of Donald W. Causey, CPA, P.C.]
February 23, 1995
<PAGE>
[Letterhead of Donald W. Causey, CPA, P.C.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Elmwood Associates, L.P.
Picayune, Mississippi
I have audited the accompanying balance sheets of Elmwood Associates, L.P., a
limited partnership, RECD Project No.: 28-055-640804193 as of December 31, 1995
and 1994, and the related statements of operations, partners' capital and cash
flows for the years then ended. These financial statements are the
responsibility of the partnership's management. My responsibility is to express
an opinion on these financial statements based on my audits.
I conducted the audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I 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. I believe that the audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Elmwood Associates, L.P., RECD
Project No.: 28-055-640804193 as of December 31, 1995 and 1994, and the results
of its operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 9
through 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. The supplemental information
presented in the Year End Report and Analysis (Form RECD 1930-8) Parts I through
III for the year ended December 31, 1995 and 1994, is presented for purposes of
complying with the requirements of the Rural Economic Community Development and
is also not a required part of the basic financial statements. Such information
has been subjected to the audit procedures applied in the audit of the basic
financial statements and, in my 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, I have also issued a report
dated February 17, 1996 on my consideration of Elmwood Associates, L.P.'s
internal control structure and a report dated February 17, 1996 on its
compliance with laws and regulations.
[Signature of Donald W. Causey, CPA, P.C.]
February 17, 1996
<PAGE>
[Letterhead of Grant Thornton, LLP]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Harmony Associates, L.P.
We have audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 1995, and the related statements of operations, partners' equity
(deficit), and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harmony Associates, L.P. as of
December 31, 1995, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
[Signature of Grant Thornton, LLP]
Los Angeles, California
January 19, 1996
<PAGE>
[Letterhead of Grant Thornton, LLP]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Harmony Associates, L.P.
We have audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 1994, and the related statements of operations, partners' equity
(deficit), and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harmony Associates, L.P. as of
December 31, 1994, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
[Signature of Grant Thornton, LLP]
Los Angeles, California
January 20, 1995
<PAGE>
[Letterhead of Grant Thornton]
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Harmony Associates, L.P.
We have audited the accompanying balance sheet of Harmony Associates, L.P. as of
December 31, 1993, and the related statements of operations, partners' equity
(deficit), and cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Harmony Associates, L.P. as of
December 31, 1993, and the results of its operations and its cash flows for the
year then ended in conformity with generally accepted accounting principles.
[Signature of Grant Thornton]
Los Angeles, California
January 14, 1994
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED BALANCE SHEETS
MARCH 31, 1996 AND 1995
<TABLE>
<CAPTION>
ASSETS
1996 1995*
------------- -------------
<S> <C> <C>
Property and equipment - (at cost, net of accumulated depreciation
of $24,353,844 and $19,106,631, respectively) (Notes 4 and 6) $ 118,149,068 $ 123,180,060
Cash and cash equivalents 2,243,763 2,314,378
Investment in marketable securities (Note 2) 120,042 106,801
Cash held in escrow 3,511,010 3,908,104
Deferred costs (net of accumulated amortization of $947,180 and
$722,934, respectively) (Note 5) 2,461,371 2,678,202
Other assets 1,138,262 1,050,014
------------- -------------
Total Assets $ 127,623,516 $ 133,237,559
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Liabilities:
Mortgage notes payable (Note 6) $ 72,249,613 $ 73,019,371
Accounts payable and other liabilities 2,515,873 2,196,958
Due to local general partners and affiliates (Note 7) 3,385,520 3,578,373
Due to general partners and affiliates (Note 7) 959,842 516,800
------------- -------------
Total Liabilities 79,110,848 79,311,502
Minority interests 7,930,508 8,294,801
------------- -------------
Partners' Capital:
Limited partners (72,896 BAC's
issued and outstanding) 40,845,993 45,857,707
General partners (274,934) (224,311)
Unrealized gain (loss) on marketable securities 11,101 (2,140)
------------- -------------
Total Partners' Capital 40,582,160 45,631,256
------------- -------------
Commitments and Contingencies (Note 8)
Total Liabilities and Partners' Capital $ 127,623,516 $ 133,237,559
============= =============
</TABLE>
* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
-15-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995 1994
------------ ------------ ------------
<S> <C> <C> <C>
Revenues:
Rental income $ 11,662,928 $ 11,481,242 $ 11,349,210
Other (principally interest) 1,336,933 1,232,892 1,394,726
------------ ------------ ------------
12,999,861 12,714,134 12,743,936
------------ ------------ ------------
Expenses:
Repairs and maintenance 1,845,258 1,517,390 1,324,237
Operating and other 1,657,747 1,574,470 1,633,711
Real estate taxes 826,883 809,169 796,176
Interest (Note 6) 4,970,087 4,975,829 5,094,320
Depreciation and amortization (Notes 4 and 5) 5,471,471 5,522,228 5,683,643
General and administrative 2,127,225 2,098,727 1,930,952
General and administrative-related parties (Note 7) 1,221,658 1,022,596 845,983
------------ ------------ ------------
18,120,329 17,520,409 17,309,022
------------ ------------ ------------
Loss before minority interest (5,120,468) (4,806,275) (4,565,086)
Minority interest in loss of subsidiary partnerships 58,131 50,461 56,776
------------ ------------ ------------
Net loss $ (5,062,337) $ (4,755,814) $ (4,508,310)
============ ============ ============
Number of BACs outstanding 72,896 72,896 72,896
============ ============ ============
Net loss - limited partners $ (5,011,714) $ (4,708,256) $ (4,463,227)
============ ============ ============
Net loss per limited partner per BAC $ (68.75) $ (64.59) $ (61.23)
============ ============ ============
</TABLE>
See accompanying notes to consolidated financial statements.
-16-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
Net unrealized*
Gain (loss) on
Marketable
Total* Limited Partners General Partners Securities
------------ ---------------- ---------------- ----------
<S> <C> <C> <C> <C>
Partners' capital - March 31, 1993 $ 54,897,520 $ 55,029,190 $(131,670) $ 0
Net loss (4,508,310) (4,463,227) (45,083) 0
------------ ------------ --------- --------
Partners' capital - March 31, 1994 50,389,210 50,565,963 (176,753) 0
Net unrealized loss on marketable securities (2,140) 0 0 (2,140)
Net loss (4,755,814) (4,708,256) (47,558) 0
------------ ------------ --------- --------
Partners' capital - March 31, 1995 45,631,256 45,857,707 (224,311) (2,140)
Net loss (5,062,337) (5,011,714) (50,623) 0
Change in net unrealized gain (loss) on
marketable securities 13,241 0 0 13,241
------------ ------------ --------- --------
Partners' capital - March 31, 1996 $ 40,582,160 $ 40,845,993 $(274,934) $ 11,101
============ ============ ========= ========
</TABLE>
* Reclassified for comparative purposes
See accompanying notes to consolidated financial statements.
-17-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995* 1994*
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(5,062,337) $(4,755,814) $(4,508,310)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization 5,471,471 5,522,228 5,683,643
Minority interest in loss of subsidiaries (58,131) (50,461) (56,776)
Increase (decrease) in accounts payable and other 318,915 (248,501) (1,688,348)
liabilities
(Increase) decrease in other assets (88,248) 163,820 105,897
Increase in due to general partners
and affiliates 443,042 278,858 215,830
Decrease in cash held in escrow 397,094 31,204 0
----------- ----------- -----------
Net cash provided by (used in) operating activities 1,421,806 941,334 (248,064)
----------- ----------- -----------
Cash flows used in investing activities:
Acquisition of property and equipment (216,221) (103,754) (151,085)
Increase in marketable securities 0 (108,941) 0
Decrease in cash held in escrow for
real estate investments 0 0 1,278,700
Decrease in due to local general partner
and affiliates (302,737) (495,968) (2,457,057)
Increase in due to local general partner and affiliates 109,884 287,703 657,985
Decrease in due to selling partners 0 0 (352,906)
----------- ----------- -----------
Net cash used in investing activities (409,074) (420,960) (1,024,363)
----------- ----------- -----------
Net cash provided by (used in) operating and
investing activities, carried forward 1,012,732 520,374 (1,272,427)
----------- ----------- -----------
</TABLE>
* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
-18-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED MARCH 31, 1996, 1995 AND 1994
<TABLE>
<CAPTION>
1996 1995* 1994*
----------- ----------- -----------
<S> <C> <C> <C>
Net cash provided by (used in) operating and
investing activities, brought forward 1,012,732 520,374 (1,272,427)
----------- ----------- -----------
Cash flows used in financing activities:
Repayments of mortgage loans (769,758) (499,179) (811,717)
Repayments of construction loans 0 0 (298,963)
(Increase) decrease in deferred costs (7,427) 0 12,105
(Decrease) increase in capitalization of consolidated
subsidiaries attributable to minority interest (306,162) (149,753) 191,243
----------- ----------- -----------
Net cash used in financing activities (1,083,347) (648,932) (907,332)
----------- ----------- -----------
Net decrease in cash and cash equivalents (70,615) (128,558) (2,179,759)
Cash and cash equivalents at beginning of year 2,314,378 2,442,936 4,622,695
----------- ----------- -----------
Cash and cash equivalents at end of year $ 2,243,763 $ 2,314,378 $ 2,442,936
=========== =========== ===========
Supplemental disclosure of cash flow information:
Cash paid during the year for interest $ 3,935,154 $ 4,117,039 $ 3,007,266
=========== =========== ===========
</TABLE>
* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
-19-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 1996, 1995 AND 1994
NOTE 1 - General
Freedom Tax Credit Plus L.P., a Delaware limited partnership (the
"Partnership"), was organized on August 28, 1989 and commenced the public
offering on February 9, 1990. The general partners of the Partnership are
Related Freedom Associates L.P. (the "Related General Partner"), a Delaware
limited partnership, and Freedom GP Inc., a Delaware corporation, together (the
"General Partners").
The Partnership's business is to invest in other partnerships ("Local
Partnerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
apartment complexes that are eligible for the low-income housing tax credit
("Tax Credit") enacted in the Tax Reform Act of 1986. Some of the complexes may
also be eligible for the historic rehabilitation tax credit ("Historic Tax
Credits"). During Fiscal Years 1996, 1995 and 1994, the Partnership recognized
$11,208,869, $11,208,869 and $11,213,708, respectively, in Tax Credits. There
were no Historic Tax Credits recognized in 1996, 1995, and 1994.
The Partnership was authorized to issue a total of 200,000 Beneficial
Assignment Certificates ("BACs"), which had been registered with the Securities
and Exchange Commission for sale to the public. As of August 8, 1991 (the date
on which the Partnership held the final closing of the sale of BACs and on which
the offering was terminated), the Partnership had received $72,896,000 of gross
proceeds of the Offering from 4,780 investors. As of March 31, 1996,
approximately $58,000,000 of net proceeds have been invested in 42 Local
Partnerships and no further investments are anticipated.
The terms of the Limited Partnership Agreement provide, among other things,
that net profits or losses and distributions of cash flow are, in general,
allocated 99% to the limited partners and BACs holders and 1% to the General
Partners.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Accounting
The Partnership's fiscal year ends on March 31. All subsidiaries have
calendar year ends. Accounts of the subsidiaries have been adjusted for
transactions from January 1 through March 31. The books and records of the
Partnership are maintained on the accrual basis of accounting in accordance with
generally accepted accounting principles.
b) Basis of Consolidation
The consolidated financial statements include the accounts of the
Partnership and 42 subsidiary partnerships, in which the Partnership is a
limited partner, with an ownership interest of approximately 99%. All
intercompany accounts and transactions with the subsidiary partnerships have
been eliminated in consolidation. An affiliate of the Partnership has the
ability to exercise influence over the sale or refinancing of the property, the
right to replace the general partner and exercise control over each Local
Partnership.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arises from cash contributions and cash
distributions to the minority interest partners.
The Partnership's investment in each subsidiary is equal to the respective
subsidiary's partners' equity less minority interest capital, if any.
-20-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - Summary of Significant Accounting Policies (continued)
c) Cash and Cash Equivalents
For purposes of the consolidated statements of cash flows, cash and cash
equivalents include cash on hand, cash in banks, and investments in short-term
money market accounts (which were purchased with maturities of three months or
less).
d) Investment in Marketable Securities
Effective April 1, 1994, the Partnership adopted the provisions of the
Financial Accounting Standards Board's Statement of Financial Accounting
Standards ("SFAS") No. 115 "Accounting for Certain Investments in Debt and
Equity Securities." At March 31, 1996 and 1995 the Partnership has classified it
securities as available-for-sale.
Available-for-sale securities are carried at fair value with net unrealized
gain (loss) reported as a separate component of shareholders' equity until
realized. A decline in the market value of any available-for-sale security below
cost that is deemed other than temporary is charged to earnings resulting in the
establishment of a new cost basis for the security. At March 31, 1996 and 1995,
the net unrealized gain (loss) on securities available for sale was $11,101 and
$(2,140), respectively.
e) Cash held in Escrow
The Partnership in certain instances will pay a certain percentage of the
aggregate purchase price with the balance held in an interest bearing escrow
account. The balance is released at the time of completion of the project.
f) Property and Equipment
Property and equipment are carried at the lower of depreciated cost or
estimated amounts recoverable through future operations and ultimate disposition
of the property. Cost includes the purchase price, acquisition fees and
expenses, and any other costs incurred in acquiring the properties. The cost of
property and equipment is depreciated over their estimated useful lives using
accelerated and straight-line methods. Expenditures for repairs and maintenance
are charged to expense as incurred; major renewals and betterments are
capitalized. At the time property and equipment are retired or otherwise
disposed of, the cost and accumulated depreciation are eliminated from the
assets and accumulated depreciation accounts and the profit or loss on such
disposition is reflected in earnings. A provision for loss on impairment of
assets is recorded when estimated amounts recoverable through future operations
and sale of the property on an undiscounted basis are below depreciated cost.
However, depreciated cost, adjusted for such reductions in value, if any, may be
greater than the fair value. Property investments themselves are reduced to
estimated fair value (generally using discounted cash flows) when the property
is considered to be impaired and the depreciated cost exceeds estimated fair
value. Through March 31, 1996, the Partnership has not recorded any provisions
for loss on impairment of assets or reductions to estimated fair value.
Property and equipment are depreciated over their estimated useful lives,
which range from 20 to 40 years for properties. Equipment lives range from 5 to
7 years and are depreciated on a straight-line basis. The property is
depreciated using accelerated or straight-line method.
-21-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - Summary of Significant Accounting Policies (continued)
g) Acquisition Fees and Costs
At investor closings, the General Partners were paid a property acquisition
fee (equal to 6% of the gross proceeds) for evaluating and screening real
property to be acquired. Acquisition fees and other acquisition expenses
incurred by the Partnership are charged to the property accounts based on the
costs of properties acquired.
h) Income Taxes
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. The tax basis
net loss exceeds the consolidated financial statement basis net loss at March
31, 1996 and March 31, 1994 by approximately $220,000 (unaudited) and $380,000
(unaudited), the consolidated financial statement basis net loss exceeds the tax
basis net loss at March 31, 1995 by approximately $200,000 (unaudited) due
primarily to depreciation, funding of guarantees and timing differences relating
to the stub period between the parent company's fiscal year end for income tax
and financial reporting purposes.
i) Development Deficit Guarantees
Amounts received under development deficit guarantees from the developers
of the properties purchased by the Partnership are treated as a reduction of the
asset.
j) Operating Deficit Guarantees
Amounts received under operating deficit guarantees from the local general
partners are treated as operating loans which will not bear interest and will be
repaid only out of 50% of available cash flow or out of available net sale or
refinancing proceeds.
k) Organization and Offering Costs
Costs incurred to organize the Partnership, including but not limited to
legal and accounting, are considered deferred organization expenses. These costs
which have been capitalized are being amortized on the straight-line method over
a 60-month period. Costs incurred to sell BACs including selling commissions and
fees and the non-accountable expense allowance were considered selling and
offering expenses. These costs were charged directly against limited partners'
capital.
l) Loss Contingencies
The Partnership records loss contingencies as a charge to income when
information becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the
financial statements and the amount of loss can be reasonably estimated.
-22-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 2 - Summary of Significant Accounting Policies (continued)
m) Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain estimates and
assumptions relating to reporting of assets, liabilities, revenues and expenses
disclosed in the consolidated financial statements. Accordingly, actual results
could differ from those estimates.
n) Accounting Pronouncements Not Yet Implemented
In March 1995, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of". Under SFAS No. 121, the Partnership is required to review long-lived assets
and certain identifiable intangibles for impairment whenever events or changes
in circumstances indicate that the book value of an asset may not be
recoverable. An impairment loss should be recognized whenever the review
demonstrates that the book value of a long-lived asset is not recoverable.
Effective April 1, 1996, the Partnership intends to adopt SFAS No. 121,
consistent with the required adoption period. The Partnership currently does not
expect the implementation to have a material impact on its financial condition
or its future results of operations.
NOTE 3 - Fair Value of Financial Instruments
In accordance with SFAS No. 107 "Disclosures about Fair Value of Financial
Instruments", the following methods and assumptions were used to estimate the
fair value of each class of financial instruments for which it is practicable to
estimate that value:
Cash and Cash Equivalents, Cash Held in Escrow, Accounts Payable and Other
Liabilities, Due to Local General Partners and Affiliates, and Due to General
Partners and Affiliates
The carrying amount approximates fair value because of the short-term
maturity of those instruments.
Mortgage Notes Payable
The fair value of mortgage notes payable is estimated, where practicable,
based on the borrowing rate currently available for similar loans.
The estimated fair values of the Partnership's mortgage note payable are as
follows:
March 31, 1996
-------------------------
Carrying
Amount Fair Value
----------- -----------
Mortgage Notes Payable for which it is:
Practicable to estimate fair value $41,408,491 $42,245,133
Not Practicable (a) $30,841,122 $30,841,122
-23-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - Fair Value of Financial Instruments (continued)
(a) The mortgage notes payable are insured by HUD primarily in accordance
with Section 236 of the National Housing Act. New loans are no longer being
insured in accordance with Section 236 and presently existing loans are subject
to restrictions regarding prepayment. Management believes the estimation of fair
value to be impracticable.
NOTE 4 - Property and Equipment
The components of property and equipment are as follows:
March 31,
------------------------------
1996 1995
Land $ 5,720,520 $ 5,720,520
Building and improvements 132,189,111 132,151,465
Other 4,593,281 4,414,706
------------- -------------
142,502,912 142,286,691
Less: Accumulated depreciation (24,353,844) (19,106,631)
------------- -------------
$118,149,068 $123,180,060
============ ============
Included in property and equipment is $4,281,577 of acquisition fees paid
to the General Partners and $1,162,054 of acquisition expenses at March 31, 1996
and 1995. In addition, at March 31, 1996 and 1995, buildings and improvements
include $3,965,423 of capitalized interest. Amounts funded pursuant to
development deficit guarantees are shown as a reduction of the cost of property
and equipment, equalling $1,930,840 at March 31, 1996. No such fundings occurred
in Fiscal Years 1996, 1995 and 1994.
In connection with the development or rehabilitation of the properties, the
subsidiary partnerships have incurred developers' fees of $12,320,963 to the
local general partner and affiliates. Such fees have been included in the costs
of the properties at March 31, 1996 and 1995.
Depreciation expense for the years ended March 31, 1996, 1995 and 1994
amounted to $5,247,213 $5,291,539 and $5,455,336, respectively.
-24-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 5 - Deferred Costs
The components of deferred costs and their periods of amortization are as
follows:
March 31,
---------------------------------------------
1996 1995 1994 Period
------------ ------------ ------------ ----------
Financing expenses $ 3,052,495 $ 3,045,080 $ 3,045,080 (a)
Organization expenses 356,056 356,056 356,056 60 months
------------ ------------ ------------
3,408,551 3,401,136 3,401,136
Less: Accumulated
amortization (947,180) (722,934) (492,245)
------------ ------------ ------------
$ 2,461,371 $ 2,678,202 $ 2,908,891
============ ============ ============
(a) Over the life of the related mortgages, ranging from 15 to 50 years,
using the interest method.
Amortization of deferred costs for the years ended March 31, 1996, 1995 and
1994 amounted to $224,258, $230,689 and $228,307, respectively.
NOTE 6 - Mortgage Notes Payable
At March 31, 1996 and 1995, mortgages payable, all of which are nonrecourse
to the Partnership, are summarized as follows:
Carrying Amount at
Range of March 31,
Number of Interest Range of ----------------------
Mortgages Rates Maturities 1996 1995
- - --------- ----- ---------- ---- ----
1 0% 2016 $ 800,000 $ 800,000
12 1% 2015-2022 13,669,581 13,751,649
11 3%-8.5% 1999-2031 12,877,496 12,943,857
17 8.75%-9% 2007-2040 26,501,112 26,862,360
18 9.24%-13.5% 2002-2032 18,401,424 18,661,505
------------ ------------
$ 72,249,613 $ 73,019,371
============ ============
Each subsidiary partnerships mortgage note payable is collateralized by the
land and buildings of the respective subsidiary partnership, the assignment of
certain subsidiary partnership's rents and leases and is without further
recourse.
Annual principal payments required for each of the next five years are as
follows:
Year Ending December 31 Amount
----------------------- ----------
1996 $ 591,439
1997 640,966
1998 695,200
1999 753,924
2000 818,694
==========
-25-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 7 - Related Party Transactions and Transactions with General Partners and
Affiliates
Freedom SLP L.P., an affiliate of the General Partners, has either a .01%
or 1% interest, as a special limited partner, in each of the Local Partnerships.
The General Partners and their affiliates perform services for the
Partnership. The costs incurred are as follows:
a) Guarantees
The Partnership has negotiated Operating Deficit Guaranty Agreements with
all Local Partnerships whereby the Local General Partners have agreed to fund
operating deficits for a specified period of time commencing at break-even
point.
The gross amount of the Operating Deficit Guarantees aggregate
approximately $9,500,000 of which approximately $3,500,000, $4,400,000 and $0
had expired as of March 31, 1996, 1995, and 1994, respectively. During the years
ended March 31, 1996, 1995 and 1994, approximately $102,000, $66,000 and
$119,000, respectively, has been funded by the local general partners to meet
such obligations. Amounts funded under such agreements are treated as
non-interest bearing loans. (See Note 7(b) below for repayment terms).
b) Due to Local General Partners and Affiliates
At March 31, 1996 and 1995, a majority of these fees were incurred in
connection with the development of the property and have been included in the
basis of the building.
Due to local general partners and affiliates at March 31, 1996 and 1995
consists of the following:
1996 1995
------------ ------------
Operating advances $ 355,892 $ 602,839
Development fees 2,266,995 2,306,315
Due to contractor 114,620 114,620
Operating deficit loans (i) 485,925 384,025
General partner distributions 949 949
Management and other fees 161,139 169,625
------------ ------------
$ 3,385,520 $ 3,578,373
============ ============
(i) Operating deficit loans consist of the following:
1996 1995
------------ ------------
Eagle Ridge $ 152,987 $ 108,987
Oxford Trace 18,650 12,150
Tivoli Place 22,800 30,800
Wilshire Park 191,775 136,075
-26-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 7-Related Party Transactions and Transactions with General Partners and
Affiliates (Continued)
These loans are unsecured, non-interest bearing and are payable out of
available surplus cash of the respective subsidiary partnership, or at the time
of sale or refinancing.
1996 1995
------------ ------------
Parkside Townhomes $ 81,135 $ 77,435
Ognotz Hall 18,578 18,578
These loans are unsecured, non-interest bearing and are subordinate to the
second mortgage.
c) Other Expenses
The costs incurred to related parties for the years ended March 31, 1996,
1995 and 1994 were as follows:
Year Ended March 31,
------------------------------------
1996 1995 1994
---------- ---------- ---------
Partnership management fees (a) $ 400,000 $ 241,163 $ 198,837
Expense reimbursement (b) 125,835 127,756 142,064
Property management fees (c) 630,140 587,527 447,432
Local administrative fee (d) 65,683 66,150 57,650
---------- ---------- ---------
$1,221,658 $1,022,596 $ 845,983
========== ========== =========
(a) The General Partners are entitled to receive a Partnership Management
Fee, after payment of all Partnership expenses, which together with the Annual
Local Administrative Fees will not exceed a maximum of 0.5% per annum of
Invested Assets (as defined in the Partnership Agreement), for administering the
affairs of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partners in their sole
discretion based upon their review of the Partnership's investment. Unpaid
Partnership Management Fees for any year will be accrued without interest and
will be payable only to the extent of available funds after the Partnership has
made distributions to the Limited Partners and BACs holders of sale or
refinancing proceeds equal to their original Capital Contributions plus a 10%
Priority Return thereon (to the extent not theretofore paid out of Cash Flow).
(b) The Partnership reimburses the General Partners and their affiliates
for actual Partnership operating expenses incurred by the General Partners and
their affiliates on the Partnership's behalf. The amount of reimbursement from
the Partnership is limited by the provisions of the Partnership Agreement.
Another affiliate of the General Partners performs asset monitoring for the
Partnership. These services include site visits and evaluations of the
subsidiary partnerships' performance.
(c) Property management fees incurred by subsidiary partnerships amounted
to $856,553, $805,923 and $623,601 for the 1996, 1995 and 1994 Fiscal Years,
respectively. Of these fees $595,406, $554,464 and $419,611 was incurred to
affiliates of the subsidiary partnerships. In addition, $92,646, $68,998 and
$44,634 were incurred to affiliates of the Related General Partner. Of such
amounts incurred to affiliates of the Related General Partner, $57,912, $35,935
and $16,813 are also included in amounts incurred to affiliates of the
subsidiary partnerships because they are incurred to affiliates of both.
(d) Freedom SLP L.P., a special limited partner of the subsidiary
partnerships is entitled to receive an annual local administrative fee of up to
$2,500 from each subsidiary partnership.
-27-
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or executive officers. The Partnership's
affairs are managed and controlled by the General Partners. Certain information
concerning the directors and executive officers of each of the General Partners
is set forth below.
Related Freedom Associates Inc., ("RFAI") the sole general partner of Related
Freedom Associates L.P.
Name Position
---- --------
Stephen M. Ross Director
J. Michael Fried President and Director
Alan P. Hirmes Senior Vice President
Stuart J. Boesky Senior Vice President
Ryne A. Nishimi Vice President
Marc D. Schnitzer Vice President
Lawrence J. Lipton Assistant Vice President and Treasurer
Robert Bordonaro Assistant Vice President
Lynn A. McMahon Secretary
Susan J. McGuire Assistant Secretary
STEPHEN M. ROSS, 56, is a Director of RFAI. Mr. Ross is also President and
a Director and shareholder of The Related Realty Group, Inc., the general
partner of The Related Companies, L.P. He graduated from the University of
Michigan School of Business Administration with a Bachelor of Science degree and
from Wayne State University School of Law with a Juris Doctor degree. Mr. Ross
then received a Master of Laws degree in taxation from New York University
School of Law. He joined the accounting firm of Coopers & Lybrand in Detroit as
a tax specialist and later moved to New York, where he worked for two large Wall
Street investment banking firms in their real estate and corporate finance
departments. Mr. Ross formed the predecessor of The Related Companies, L.P. in
1972 to develop, manage, finance and acquire subsidized and conventional
apartment developments.
J. MICHAEL FRIED, 53, is President and a director of RFAI. Mr. Fried is the
sole shareholder of one of the general partners of Related Capital Company
("Capital"), a real estate finance and acquisition affiliate of the Related
General Partner. In that capacity, he is responsible for all of Capital's
syndication, finance, acquisition and investor reporting activities. Mr. Fried
practiced corporate law in New York City with the law firm of Proskauer Rose
Goetz & Mendelsohn from 1974 until he joined Capital in 1979. Mr. Fried
graduated from Brooklyn Law School with a Juris Doctor degree, magna cum laude;
from Long Island University Graduate School with a Master of Science degree in
Psychology; and from Michigan State University with a Bachelor of Arts degree in
History.
-28-
<PAGE>
ALAN P. HIRMES, 41, is a Senior Vice President of RFAI. Mr. Hirmes has been
a certified public accountant in New York since 1978. Prior to joining Capital
in October 1983, Mr. Hirmes was employed by Weiner & Co., Certified Public
Accountants. Mr. Hirmes is also a Vice President of Capital. Mr. Hirmes
graduated from Hofstra University with a Bachelor of Arts degree.
STUART J. BOESKY, 40, is a Vice President of RFAI. 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 Capital. From 1983 to
1984 Mr. Boesky practiced law with the Boston law firm of Kaye, Fialkow, Richard
& Rothstein and from 1978 to 1980 was a consultant specializing in real estate
at the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from
Michigan State University with a Bachelor of Arts degree and from Wayne State
School of Law with a Juris Doctor degree. He then received a Master of Laws
degree in Taxation from Boston University School of Law.
RYNE A. NISHIMI, 37, is a Vice President of RFAI. Mr. Nishimi is a Senior
Vice President of and serves as the National Sales Manager for Related Capital
Company and has held other positions in marketing since joining Capital in 1983.
From 1981 to 1983, Mr. Nishimi worked for Fox & Carskadon Financial Corporation
as a Marketing Manager in their real estate syndication operation. Mr. Nishimi
graduated from Santa Clara University School of Business Administration with a
Bachelor of Science degree.
MARC D. SCHNITZER, 35, is a Vice President of RFAI. He is responsible both
for financial restructurings of real estate properties and directing Related's
acquisitions of properties generating Housing Tax Credits. Mr. Schnitzer
received a Masters of Business Administration from The Wharton School of the
University of Pennsylvania in December 1987 before joining Related in January
1988. From 1983 to January 1986, he was a financial analyst for the First Boston
Corporation in New York. Mr. Schnitzer graduated summa cum laude with a Bachelor
of Science in Business Administration from the School of Management at Boston
University in May 1983.
LAWRENCE J. LIPTON, 40, is Treasurer and an Assistant Vice President of
RFAI. Mr. Lipton is also a controller of The Related Companies, L.P. Mr. Lipton
has been a certified public accountant in New York since 1989. Prior to joining
Related, Mr. Lipton was employed by Deloitte & Touche from 1987-1991. Mr. Lipton
graduated from Rutgers College with a Bachelor of Arts degree and from Baruch
College with a Masters of Business Administration degree.
ROBERT BORDONARO, 42, is Assistant Vice President of RFAI. Mr. Bordonaro is
also a controller of The Related Companies, L.P. Mr. Bordonaro has been a
certified public accountant in New York since 1977. Prior to joining Related,
Mr. Bordonaro was employed by the accounting firms of Weiner & Co. from
1982-1985 and Arthur Young from 1975-1981. Mr. Bordonaro graduated from New York
University with a Bachelor of Science degree in 1974 and with a Masters of
Business Administration degree in 1975.
LYNN A. McMAHON, 40, is Secretary of RFAI. Since 1983, she has served as
Assistant to the President of Capital. From 1978 to 1983 she was employed at
Sony Corporation of America in the Government Relations Department.
SUSAN J. McGUIRE, 49, is Assistant Secretary of RFAI. Since January 1977
she has served as Assistant to the President and Office Manager at Capital. In
January 1986, Ms. McGuire was promoted to Vice President of Related and she is
also the Secretary of Capital. From May 1973 to January 1977, she was employed
as an administrative assistant with Condren, Walker & Co., Inc., an investment
banking firm in New York City. Ms. McGuire attended Queensboro Community
College.
-29-
<PAGE>
The Lehman General Partner
Paul L. Abbott Chairman of the Board, President and Chief
Executive Officer
Donald E. Petrow Vice President
PAUL A. ABBOTT, 50, is an Executive Vice President of Lehman Brothers and
President of the Freedom General Partner. Mr. Abbott joined Lehman Brothers in
August 1988, and is responsible for the investment management of residential,
commercial and retail real estate. Prior to joining Lehman Brothers, Mr. Abbott
was a real estate consultant and a senior officer of a privately held company
specializing in the syndication of private real estate limited partnerships.
From 1974 through 1983, Mr. Abbott was an officer of two life insurance
companies and a director of an insurance agency subsidiary. Mr. Abbott received
his formal education in the undergraduate and graduate schools of Washington
University of St. Louis.
DONALD E. PETROW, 39, is a First Vice President of Lehman Brothers and Vice
President of the Freedom General Partner. From March 1989, he has been
responsible for the investment management of various investment portfolios,
including but not limited to, federal insured mortgages, residential real
estate, broadcasting and energy. From November 1981 to February 1989, Mr.
Petrow, as a Vice President of Lehman Brothers, was involved in investment
banking activities relating to partnership finance and acquisition. Prior to
joining Lehman Brothers, Mr. Petrow was employed in accounting and equipment
leasing firms. Mr. Petrow holds a B.S. Degree in accounting from Saint Peters
College and an M.B.A. in Finance from Pace University.
-30-
<PAGE>
Item 11. Executive Compensation.
The Partnership has no officers or directors. The Partnership does not pay
or accrue any fees, salaries or other forms of compensation to directors or
officers of the General Partners for their services. However, under the terms of
the Partnership Agreement , the General Partners and their affiliates are
entitled to receive compensation from the Partnership in consideration of
certain services rendered to the Partnership by such parties. In addition, the
General Partners collectively hold a 1% interest in all profits, losses and
distributions attributable to operations and a subordinated 15% interest in such
items attributable to sales and refinancings. See Note 7 to the Financial
Statements in Item 8 above, which information is incorporated herein by
reference thereto. Certain directors and officers of the General Partners
receive compensation from the General Partner and their affiliates for services
performed for various affiliated entities which may include services performed
for the Partnership.
Tabular information concerning salaries, bonuses and other types of
compensation payable to executive officers has not been included in this annual
report. As noted above, the Partnership has no executive officers. The levels of
compensation payable to the General Partners and/or their affiliates is limited
by the terms of the Partnership Agreement and may not be increased therefrom on
a discretionary basis.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Name and address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
- - -------------- -------------------- -------------------- --------
General Partnership Related Freedom $1,000 capital 50%
Interest in the Associates L.P. contribution
Partnership 625 Madison Avenue -directly owned
New York, NY 10022
Freedom GP Inc. $1,000 capital 50%
c/o Lehman Brothers contribution
3 World Financial Center -directly owned
New York, NY 10285
Freedom SLP L.P., a limited partnership whose general partners are the
General Partners of the Partnership and which acts as the special limited
partner of each Local Partnership, holds a 1% limited partnership interest in
each Local Partnership.
As of March 31, 1996, no person (other than the Assignor Limited Partner)
was known by the Partnership to be the beneficial owner of more than five
percent of the Limited Partnership Interests and/or BACs; and neither the
General Partner nor any director or officer of the General Partners owns any
Limited Partnership Interests or BACs.
Item 13. Certain Relationships and Related Transactions.
The Partnership has and will continue to have certain relationships with
the General Partners and their affiliates, as discussed in Item 11 and also Note
7 to the Financial Statements in Item 8 above, which is incorporated herein by
reference thereto. However, there have been no direct financial transactions
between the Partnership and the directors and officers of the General Partners.
-31-
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
Sequential
Page
----------
(a) 1. Financial Statements
Independent Auditors' Report 14
Consolidated Balance Sheets as of March 31, 1996 and
1995 121
Consolidated Statements of Operations for the years
ended March 31, 1996, 1995 and 1994 122
Consolidated Statements of Changes in Partners' Capital
for the years ended March 31, 1996, 1995 and 1994 123
Consolidated Statements of Cash Flows for the years
ended March 31, 1996, 1995 and 1994 124-125
Notes to Consolidated Financial Statements 126-133
(a) 2. Financial Statement Schedules
Schedule I - Condensed Financial Information of
Registrant 143-145
Schedule III - Real Estate and Accumulated Depreciation 146-150
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.
(a) 3. Exhibits
(3A) The Partnership's Amended and Restated Agreement of
Limited Partnership, incorporated herein as an exhibit
by reference to Exhibit A to the Partnership's
Prospectus, dated February 9, 1990, as supplemented by
supplements thereto dated December 7, 1990, May 10,
1991, July 10, 1991 and July 23, 1991 (as so
supplemented, the "Prospectus"), filed with the
Securities and Exchange Commission on July 30, 1992, as
part of Post-Effective Amendment No. 6 to the
Partnership's registration statement on Form S-11, File
No. 33-30859 ("Post-Effective Amendment No. 6")
(3B) The Partnership's Certificate of Limited Partnership,
as filed with Secretary of State of the State of
Delaware on August 28, 1989, incorporated herein as an
exhibit by reference to Exhibit (3C) to the
Partnership's registration statement on Form S-11, File
No. 33-30859, as filed with the Securities and Exchange
Commission on September 1, 1989 (the "Initial S-11")
(10A) Form of Subscription Agreement, incorporated herein as
an exhibit by reference to Exhibit B to the Prospectus
as filed as part of Post-Effective Amendment No. 6
-32
<PAGE>
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(continued)
Sequential
Page
----------
(a)3. Exhibits
(10B) Form of Purchase and Sale Agreement pertaining to the
Partnership's acquisition of Local Partnership
Interests, incorporated herein as an exhibit by
reference to Exhibit (10C) to the Initial S-11
(10C) Form of Amended and Restated Agreement of Limited
Partnership of Local Partnerships, incorporated herein
as an exhibit by reference to Exhibit (10D) to
Pre-Effective Amendment No. 1 to the Partnership's
registration statement on Form S-11, File No. 33-30859,
as filed with the Securities and Exchange Commission on
December 21, 1989
(22) Subsidiaries of the Registrant 150
(27) Financial Data Schedule (filed herewith) 151
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter.
-33-
<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.
FREEDOM TAX CREDIT PLUS L.P.
(Registrant)
By: RELATED FREEDOM ASSOCIATES L.P.
a general partner
By: RELATED FREEDOM ASSOCIATES INC.
a general partner
Date: June 28, 1996
By: /s/ J. Michael Fried
----------------------------------
J. Michael Fried,
President and Director
By: FREEDOM GP INC.
a general partner
Date: June 28, 1996
By: /s/ Paul L. Abbott
----------------------------------
Paul L. Abbott,
President and Director
(Principal Executive Officer)
-36-
<PAGE>
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the report has been signed below by the following persons
on behalf by the registrant and in the capacities and on the dates indicated:
Signature Title Date
/s/ J. Michael Fried President and Director of Related June 28, 1996
- - ----------------------- Freedom Associates Inc.
J. Michael Fried (Principal executive officer)
/s/ Lawrence J. Lipton Treasurer (Principal Financial and June 28, 1996
- - ----------------------- Accounting Officer) of Related
Lawrence J. Lipton Freedom Associates Inc.
/s/ Stephen M. Ross Director of Related Freedom June 28, 1996
- - ----------------------- Associates, Inc.
Stephen M. Ross
/s/ Paul L. Abbott President, Chief Operating Officer June 28, 1996
- - ----------------------- and Director of Freedon GP Inc.
Paul L. Abbott (Chief Executive Officer)
-37-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
Summarized condensed financial information of registrant (not
including consolidated subsidiary partnerships)
CONDENSED BALANCE SHEETS
ASSETS
March 31,
---------------------------
1996 1995*
----------- -----------
Cash and cash equivalents $ 796,641 $ 910,310
Investment in subsidiary partnerships 40,582,659 45,115,113
Other assets 69,652 72,985
----------- -----------
Total assets $41,448,952 $46,098,408
=========== ===========
LIABILITIES AND PARTNERS' CAPITAL
Due to general partner and affiliates $ 822,792 $ 412,152
Accounts payable and other liabilities 44,000 55,000
----------- -----------
Total liabilities 866,792 467,152
Partners' capital 40,582,160 45,631,256
----------- -----------
Total liabilities and partners' capital $41,448,952 $46,098,408
=========== ===========
* Reclassified for comparative purposes
-1-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF OPERATIONS
Year Ended March 31,
----------------------------------------
1996 1995 1994
----------- ----------- -----------
Revenues
Equity in loss of subsidiary
partnerships $(4,429,069) $(4,114,216) $(4,197,420)
Other income 0 0 156,656
----------- ----------- -----------
Total Revenues (4,429,069) (4,114,216) (4,040,764)
----------- ----------- -----------
Expenses
General and administrative 38,417 202,529 58,995
General and administrative-related
parties 591,518 429,069 398,551
Amortization 3,333 10,000 10,000
----------- ----------- -----------
Total Expenses 633,268 641,598 467,546
----------- ----------- -----------
Net loss $(5,062,337) $(4,755,814) $(4,508,310)
=========== =========== ===========
-2-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
CONDENSED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Ended March 31,
---------------------------------------
1996 1995 1994
----------- ----------- -----------
<S> <C> <C> <C>
Cash flows from operating activities:
Net loss $(5,062,337) $(4,755,814) $(4,508,310)
----------- ----------- -----------
Adjustments to reconcile net loss to
net cash used in operating activities:
Equity in loss of subsidiary partnerships 4,429,069 4,114,216 4,197,420
Amortization 3,333 10,000 10,000
Decrease (increase) in other assets 0 88,332 (193,521)
Increase (decrease) in liabilities:
Due to general partner and affiliates 410,640 245,358 359,507
Accounts payable and other liabilities (11,000) 15,908 (170,036)
----------- ----------- -----------
Total adjustments 4,832,042 4,473,814 4,203,370
----------- ----------- -----------
Net cash used in operating activities (230,295) (282,000) (304,940)
----------- ----------- -----------
Cash flows from investing activities:
Withdrawals from subsidiaries 0 0 51,058
Distributions from subsidiaries 116,626 157,786 18,670
----------- ----------- -----------
Net cash provided by investing activities 116,626 157,786 69,728
----------- ----------- -----------
Net decrease in cash and cash equivalents (113,669) (124,214) (235,212)
Cash and cash equivalents, beginning of year 910,310 1,034,524 1,269,736
----------- ----------- -----------
Cash and cash equivalents, end of year $ 796,641 $ 910,310 $ 1,034,524
=========== =========== ===========
</TABLE>
-3-
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 1996
Cost of Property and Equipment Accumulated Depreciation
<TABLE>
<CAPTION>
Cost Purchase Price
Initial Cost to Partnership Capitalized Adjustments
--------------------------- Subsequent to (B)
Buildings and to Buildings and
Name and Location Encumbrances Land Improvements Acquisition Improvements
- - ----------------- ------------ ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Properties:
Parkside Townhouses $ 1,777,698 $ 263,231 $ 4,439,564 $ 51,289 $ 0
York, PA
Twin Trees 1,229,813 112,401 2,668,179 95,508 (47,642)
Layton, UT
Bennion (Mulberry) 2,341,899 258,000 4,934,447 375,547 (22,842)
Taylorsville, UT
Hunters Chase 2,696,421 411,100 5,616,330 72,414 (713,028)
Madison, AL
Bethel Park 2,064,749 141,320 5,365,882 88,376 (846,229)
Bethel, OH
Zebulon Park 1,736,080 165,000 4,187,880 98,840 (542,936)
Owensville, OH
Tivoli Place 1,654,783 267,500 4,146,759 81,900 (207,625)
Murphreesboro, TN
Northwood 2,988,622 494,900 6,630,321 90,900 (294,886)
Jacksonville, FL
Oxford Trace 772,865 162,000 1,725,512 55,670 (161,049)
Aiken, SC
Wilshire 1,848,860 178,497 4,014,281 70,312 (432,405)
Huntsville, AL
Ivanhoe 601,090 41,000 1,136,915 33,554 0
Salt Lake City, UT
Washington Avenue 0 42,485 2,843,351 38,154 0
Brooklyn, NY
C.H. Development 1,825,373 3 3,294,688 46,902 0
(Manhattan B)
New York, NY
<CAPTION>
Life on which
Gross Amount at which Depreciation in
Carried At Close of the Period Year of Latest Income
------------------------------------------ Con- Statement is
Buildings and Accumulated struction/ Date Computed
Name and Location Land Improvements Total(A) Depreciation Renovation Acquired (C)(D)
- - ----------------- ----------- ------------ -------- ------------ ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Properties:
Parkside Townhouses $ 265,796 $ 4,488,288 $ 4,754,084 $ 859,973 1989 Sept. 1990 27.5
York, PA
Twin Trees 115,125 2,713,321 2,828,446 632,770 1989 Oct. 1990 27.5
Layton, UT
Bennion (Mulberry) 260,565 5,284,587 5,545,152 1,232,892 1989 Oct. 1990 27.5
Taylorsville, UT
Hunters Chase 413,665 4,973,151 5,386,816 1,331,154 1989 Oct. 1990 27.5
Madison, AL
Bethel Park 143,885 4,605,464 4,749,349 1,238,681 1989 Oct. 1990 27.5
Bethel, OH
Zebulon Park 167,565 3,741,219 3,908,784 948,647 1989 Oct. 1990 27.5
Owensville, OH
Tivoli Place 270,065 4,018,469 4,288,534 977,788 1989 Oct. 1990 27.5
Murphreesboro, TN
Northwood 497,465 6,423,770 6,921,235 1,591,833 1989 Oct. 1990 27.5
Jacksonville, FL
Oxford Trace 164,564 1,617,569 1,782,133 400,226 1989 Oct. 1990 27.5
Aiken, SC
Wilshire 181,060 3,649,625 3,830,685 943,960 1989 Oct. 1990 27.5
Huntsville, AL
Ivanhoe 42,677 1,168,792 1,211,469 186,003 1991 Jan. 1991 27.5
Salt Lake City, UT
Washington Avenue 44,162 2,879,828 2,923,990 451,631 1991 Jan. 1991 27.5
Brooklyn, NY
C.H. Development 1,680 3,339,913 3,341,593 600,067 1991 Jan. 1991 27.5
(Manhattan B)
New York, NY
</TABLE>
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 1996
<TABLE>
<CAPTION>
Cost Purchase Price
Initial Cost to Partnership Capitalized Adjustments
--------------------------- Subsequent to (B)
Buildings and to Buildings and
Name and Location Encumbrances Land Improvements Acquisition Improvements
- - ----------------- ------------ ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
Davidson Court 0 96,892 773,052 37,064 0
Staten Island, NY
Magnolia Mews 1,862,027 200,000 668,007 2,272,681 0
Philadelphia, PA
Oaks Village 1,479,669 63,548 1,799,849 61,915 0
Whiteville, NC
Greenfield Village 1,490,308 78,296 1,806,126 41,934 0
Dunn, NC
Morris Avenue 2,684,778 2 4,767,049 35,554 0
(CLM Equities)
Bronx, NY
Victoria Manor 2,742,728 615,000 5,340,962 (153,198) 0
Riverside, CA
Ogontz Hall 2,014,611 0 328,846 3,296,947 0
Philadelphia, PA
Eagle Ridge 1,611,093 321,594 2,627,385 (37,722) 0
Stoughton, WI
Nelson Anderson 3,938,892 2 6,524,096 33,554 0
Bronx, NY
Conifer Irondequoit 3,025,833 20,000 5,407,108 10,663 0
(Abraham Lincoln)
Irondequoit, NY
Wilson Street Apts. 1,673,496 38,449 0 3,370,325 0
(Middletown)
Middletown, PA
Lauderdale Lakes 5,220,028 873,973 3,976,744 5,156,857 0
Lauderdale Lakes, FL
Flipper Temple 2,635,911 70,519 4,907,110 621,279 0
Atlanta, GA
<CAPTION>
Life on which
Gross Amount at which Depreciation in
Carried At Close of the Period Year of Latest Income
------------------------------------------ Con- Statement is
Buildings and Accumulated struction/ Date Computed
Name and Location Land Improvements Total(A) Depreciation Renovation Acquired (C)(D)
- - ----------------- --------- ------------ -------- ------------ ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
Davidson Court 98,569 808,439 907,008 143,857 1991 Mar. 1991 27.5
Staten Island, NY
Magnolia Mews 201,677 2,939,011 3,140,688 429,067 1991 Mar. 1991 27.5
Philadelphia, PA
Oaks Village 65,225 1,860,087 1,925,312 367,340 1991 Mar. 1991 27.5
Whiteville, NC
Greenfield Village 79,973 1,846,383 1,926,356 366,558 1991 Mar. 1991 27.5
Dunn, NC
Morris Avenue 1,679 4,800,926 4,802,605 740,579 1991 Apr. 1991 27.5
(CLM Equities)
Bronx, NY
Victoria Manor 616,677 5,186,087 5,802,764 868,553 1991 Apr. 1991 27.5
Riverside, CA
Ogontz Hall 1,677 3,624,116 3,625,793 513,870 1990 Apr. 1991 27.5
Philadelphia, PA
Eagle Ridge 323,271 2,587,986 2,911,257 624,316 1991 May 1991 27.5
Stoughton, WI
Nelson Anderson 1,679 6,555,973 6,557,652 1,022,046 1991 June 1991 27.5
Bronx, NY
Conifer Irondequoit 21,677 5,416,094 5,437,771 900,566 1991 Sept. 1991 27.5
(Abraham Lincoln)
Irondequoit, NY
Wilson Street Apts. 40,126 3,368,648 3,408,774 426,356 1991 Sept. 1991 27.5
(Middletown)
Middletown, PA
Lauderdale Lakes 875,668 9,131,906 10,007,574 939,600 1991 Oct. 1991 40
Lauderdale Lakes, FL
Flipper Temple 72,196 5,526,712 5,598,908 931,691 1991 Oct. 1991 27.5
Atlanta, GA
</TABLE>
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 1996
<TABLE>
<CAPTION>
Cost Purchase Price
Initial Cost to Partnership Capitalized Adjustments
--------------------------- Subsequent to (B)
Buildings and to Buildings and
Name and Location Encumbrances Land Improvements Acquisition Improvements
- - ----------------- ------------ ---------- ------------ ----------- ------------
<C> <C> <C> <C> <C> <C>
220 Cooper Street 1,003,105 41,000 0 3,650,277 0
Camden, NJ
Vendome 2,713,025 12,000 4,867,584 220,536 0
Brooklyn, NY
Pecan Creek 1,019,363 50,000 1,484,923 3,227 0
Tulsa, OK
New Augusta Ltd. 679,993 15,000 939,681 6,692 0
(Rainer Villas)
New Augusta, AL
Pine Shadow Apts. 1,643,789 74,550 2,117,989 70,607 0
Waveland, MS
Windsor Place Apts. 769,123 40,000 904,888 6,737 0
Wedowee, AL
Brookwood Apts. 1,277,055 68,675 1,517,190 17,746 0
Foley, AL
Heflin Hills Apts. 747,286 50,000 841,300 5,402 0
Heflin, AL
Shadowood Apts. 752,428 27,000 898,800 3,227 0
Stevenson, AL
Brittany Associates 691,440 20,000 843,592 4,050 0
Dekalb, MS
Hidden Valley Apts. 1,295,663 68,000 1,637,840 10,134 0
Brewton, AL
Westbrook Square L.P. 1,033,754 40,000 1,254,957 6,452 0
Carthage, MS
Warsaw Elderly Housing Ltd. 1,147,141 98,819 1,333,606 3,227 0
Warsaw, KY
<CAPTION>
Life on which
Gross Amount at which Depreciation in
Carried At Close of the Period Year of Latest Income
------------------------------------------ Con- Statement is
Buildings and Accumulated struction/ Date Computed
Name and Location Land Improvements Total(A) Depreciation Renovation Acquired (C)(D)
- - ----------------- --------- ------------ -------- ------------ ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
220 Cooper Street 42,677 3,648,600 3,691,277 543,945 1991 Dec. 1991 27.5
Camden, NJ
Vendome 13,677 5,086,443 5,100,120 990,558 1991 Dec. 1991 20
Brooklyn, NY
Pecan Creek 50,161 1,487,989 1,538,150 193,650 1991 Dec. 1991 27.5
Tulsa, OK
New Augusta Ltd. 15,161 946,212 961,373 106,188 1991 Dec. 1991 27.5
(Rainer Villas)
New Augusta, AL
Pine Shadow Apts. 74,711 2,188,435 2,263,146 292,980 1991 Dec. 1991 27.5
Waveland, MS
Windsor Place Apts. 40,161 911,464 951,625 101,457 1991 Dec. 1991 27.5
Wedowee, AL
Brookwood Apts. 68,836 1,534,775 1,603,611 173,329 1991 Dec. 1991 27.5
Foley, AL
Heflin Hills Apts. 50,161 846,541 896,702 105,686 1991 Dec. 1991 27.5
Heflin, AL
Shadowood Apts. 27,161 901,866 929,027 108,488 1991 Dec. 1991 27.5
Stevenson, AL
Brittany Associates 20,161 847,481 867,642 105,724 1990 Dec. 1991 27.5
Dekalb, MS
Hidden Valley Apts. 68,161 1,647,813 1,715,974 189,750 1991 Dec. 1991 27.5
Brewton, AL
Westbrook Square L.P. 40,161 1,261,248 1,301,409 156,264 1990 Dec. 1991 27.5
Carthage, MS
Warsaw Elderly Housing Ltd. 98,980 1,336,672 1,435,652 139,624 1991 Dec. 1991 27.5
Warsaw, KY
</TABLE>
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 1996
<TABLE>
<CAPTION>
Cost Purchase Price
Initial Cost to Partnership Capitalized Adjustments
--------------------------- Subsequent to (B)
Buildings and to Buildings and
Name and Location Encumbrances Land Improvements Acquisition Improvements
- - ----------------- ------------ ---------- ------------ ----------- ------------
<S> <C> <C> <C> <C> <C>
West Hill Square Apts. Ltd. 775,593 60,000 954,020 4,660 0
Gordo, AL
Elmwood Assoc. 713,625 81,500 829,183 7,812 0
Picayune, MS
Harmony Gate Assoc. 4,069,603 0 9,757,807 27,490 0
Los Angeles, CA
___________ __________ ____________ ___________ ___________
$72,249,613 $5,662,256 $120,113,803 $19,995,495 $(3,268,642)
=========== ========== ============ =========== ===========
<CAPTION>
Life on which
Gross Amount at which Depreciation in
Carried At Close of the Period Year of Latest Income
------------------------------------------ Con- Statement is
Buildings and Accumulated struction/ Date Computed
Name and Location Land Improvements Total(A) Depreciation Renovation Acquired (C)(D)
- - ----------------- ----------- ------------ -------- ------------ ---------- -------- ------
<S> <C> <C> <C> <C> <C> <C> <C>
West Hill Square Apts. Ltd. 60,161 958,519 1,018,680 115,435 1991 Dec. 1991 27.5
Gordo, AL
Elmwood Assoc. 81,661 836,834 918,495 85,414 1991 Dec. 1991 27.5
Picayune, MS
Harmony Gate Assoc. 161 9,785,136 9,785,297 1,275,328 1992 Jan. 1992 27.5
Los Angeles, CA
__________ ____________ ___________ ___________
$5,720,520 $136,782,392 $142,502,912 $24,353,844
========== ============ ============ ===========
</TABLE>
(A) Aggregate cost for federal income tax purposes, $145,300,494
(B) Rental guarantees and development deficit guarantees for GAAP purposes are
treated as a reduction of the asset
(C) Furniture and fixtures, included with buildings and improvements, are
depreciated primarily by the straight line method over the estimated useful
lives ranging from 5 to 7 years.
(D) Since all properties were acquired as operating properties, depreciation is
computed using primarily the straight line method over the estimated useful
lives determined by the Partnership from date of acquisition.
(E) Reconciliation of Real Estate owned:
<PAGE>
FREEDOM TAX CREDIT PLUS L.P.
AND CONSOLIDATED PARTNERSHIPS
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
MARCH 31, 1996
<TABLE>
<CAPTION>
Cost of Property and Equipment Accumulated Depreciation
------------------------------ -------------------------------
Year Ended March 31,
-------------------------
1996 1995 1994 1996 1995 1994
------------ ------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
Balance at beginning of period $142,286,691 $142,182,937 $142,031,852 $19,106,631 $13,815,092 $ 8,359,756
Additions during period:
Improvements 216,221 103,754 151,085
Depreciation expense 5,247,213 5,291,539 5,455,336
------------ ------------ ------------ ----------- ----------- -----------
Balance at end of period $142,502,912 $142,286,691 $142,182,937 $24,353,844 $19,106,631 $13,815,092
============ ============ ============ =========== =========== ===========
</TABLE>
At the time the local partnerships were acquired by Freedom Tax Credit Plus
L.P., the entire purchase price paid by Freedom Tax Credit Plus L.P. was pushed
down to the local partnerships as property and equipment with an offsetting
credit to capital. Since the projects were in the construction phase at the time
of acquisition, the capital accounts were insignificant at the time of purchase.
Therefore, there are no material differences between the original cost basis for
tax and GAAP.
<PAGE>
Exhibit 22
Jurisdiction
(c) Subsidiaries of the Registrant of Organization
------------------------------ ---------------
Parkside Townhomes Associates PA
Twin Trees Apartments UT
Bennion Park Apartments (Mulberry) UT
Hunters Chase Apartments AL
Wilshire Park Apartments AL
Bethel Park Apartments OH
Zebulon Park Apartments OH
Tivoli Place Apartments TN
Northwood Apartments of Georgia FL
Oxford Trace Apartments SC
Ivanhoe Apartments Limited Partnership UT
Washington Brooklyn Limited Partnership NY
C.H. Development Group Associates (Manhattan B) NY
Davidson Court Limited Partnership NY
Magnolia Mews Limited Partnership PA
The Oaks Village Limited Partnership NC
Greenfield Village Limited Partnership NC
CLM Equities Limited Partnership (Morris Avenue) NY
Victoria Manor Associates CA
Ogontz Hall Investors PA
Eagle Ridge Limited Partnership WI
Nelson Anderson Affordable Housing Limited Partnership NY
Conifer Irondequoit Associates (Abraham Lincoln) NY
Middletown Associates (Wilson Street) PA
Lauderdale Lakes Associates, Ltd. FL
Flipper Temple Associates Limited Partnership GA
220 Cooper Street Associates Limited Partnership NJ
Pecan Creek OK
363 Grand Vendome Associates Limited Partnership NY
New Augusta Ltd. (Rainer Villas) AL
Pine Shadow Apartments AL
Windsor Place Apartments AL
Brookwood Apartments, Ltd. AL
Heflin Hills Apartments, Ltd. AL
Shadowood Apts., Ltd. AL
Brittany Associates, Ltd. MS
Hidden Valley Apartments AL
Westbrook Square Limited Partnership MS
Warsaw Elderly Housing Ltd. (Royal Pines Apts.) KY
West Hill Square Apts., Ltd. AL
Elmwood Associates MS
Harmony Gate Associates CA
-38-
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The Schedule contains summary financial information extracted from the financial
statements for Freedon Tax Credit Plus L.P. and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<S> <C>
<CIK> 0000854926
<NAME> FREEDOM TAX CREDIT PLUS L.P.
<MULTIPLIER> 1
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-START> APR-01-1995
<PERIOD-END> MAR-31-1996
<PERIOD-TYPE> 12-MOS
<CASH> 5,874,815
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 3,599,633
<PP&E> 142,502,912
<DEPRECIATION> 24,353,844
<TOTAL-ASSETS> 127,623,516
<CURRENT-LIABILITIES> 79,110,848
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 48,512,668
<TOTAL-LIABILITY-AND-EQUITY> 127,623,516
<SALES> 0
<TOTAL-REVENUES> 12,999,861
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 13,150,242
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 4,970,087
<INCOME-PRETAX> (5,120,468)
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,120,468)
<EPS-PRIMARY> (68.75)
<EPS-DILUTED> 0
</TABLE>
