<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
For the Fiscal Year Ended DECEMBER 31, 1997
Commission File Number 0-20610
NATIONAL TAX CREDIT INVESTORS II
A CALIFORNIA LIMITED PARTNERSHIP
I.R.S. Employer Identification No. 93-1017959
9090 WILSHIRE BOULEVARD, SUITE 201, BEVERLY HILLS, CALIFORNIA 90211
Registrant's Telephone Number, Including Area Code (310) 278-2191
Securities Registered Pursuant to Section 12(b) or 12(g) of the Act:
NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed with the Commission by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding twelve months (or 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]
<PAGE> 2
PART I.
ITEM 1. BUSINESS:
National Tax Credit Investors II ("NTCI-II" or the "Partnership") is a limited
partnership formed under the laws of the State of California on January 12,
1990. The Partnership was formed to acquire limited partnership interests in
investee limited partnerships ("Local Partnerships") which own multifamily
apartment complexes that are eligible for low-income housing federal income tax
credits (the "Housing Tax Credit"). On April 23, 1990, the Partnership offered
100,000 Units of Limited Partnership Interests ("Units") at $1,000 per Unit
through a public offering managed by PaineWebber Incorporated (the "Selling
Agent").
The general partner of NTCI-II is National Partnership Investments Corp.
("NAPICO"), a California corporation (the "General Partner"). PaineWebber T.C.
Partners L.P., a Virginia limited partnership and an affiliate of PaineWebber
Incorporated, is the special limited partner of the Partnership (the "Special
Limited Partner"). NAPICO is a wholly owned subsidiary of Casden Investment
Corporation ("CIC"), which is wholly owned by Alan I. Casden. The current
members of NAPICO's Board of Directors are Charles H. Boxenbaum, Bruce E.
Nelson, Alan I. Casden and Henry C. Casden.
In general, an owner of a low-income housing project is entitled to receive the
Housing Tax Credit in each year of a ten-year period (the "Credit Period"). The
apartment complexes ("Apartment Complex") are subject to a minimum compliance
period of not less than fifteen years (the "Compliance Period"). Tax Credits are
available to the limited partners to reduce their federal income taxes. The
ability of a limited partner to utilize such credits may be restricted by the
passive activity loss limitation and the general business tax credit limitation
rules. NTCI-II has made capital contributions to 37 Local Partnerships. Each of
these Local Partnerships owns an Apartment Complex that is eligible for the
Housing Tax Credit. Several of the Local Partnerships also benefit from
government programs promoting low or moderate income housing.
The Partnership's investments in Local Partnerships are subject to the risks
incident to the management and ownership of multifamily residential real estate.
Neither the Partnership's investments nor the Apartment Complexes owned by the
Local Partnerships will be readily marketable, and there can be no assurance
that the Partnership will be able to dispose of its Local Partnership Interests
or Apartment Complexes at the end of the Compliance Period. The value of the
Partnership's investments will be subject to changes in national and local
economic conditions, including substantial unemployment, which could adversely
impact vacancy levels, rental payment defaults and operating expenses. This, in
turn, could substantially increase the risk of operating losses for the
Apartment Complexes and the Partnership. The Apartment Complexes are subject to
the risk of loss through foreclosure. In addition, each Local Partnership is
subject to risks relating to environmental hazards which might be uninsurable.
Because the Partnership's ability to control its operations will depend on these
and other factors beyond the control of the General Partner and the local
general partners, there can be no assurance that Partnership operations will be
profitable or that the anticipated Housing Tax Credits will be available to the
limited partners.
The Apartment Complexes owned by the Local Partnerships in which NTCI-II has
invested were developed by the local operating general partners (the "Local
Operating General Partners") who acquired the sites and applied for applicable
mortgages and subsidies, if any. NTCI-II became the principal limited partner in
these Local Partnerships pursuant to arm's-length negotiations with the Local
Operating General Partners. As a limited partner, NTCI-II's liability for
obligations of the Local Partnership is limited to its investment. The Local
Operating General Partner of the Local Partnership retains responsibility for
developing, constructing, maintaining, operating and managing the Project. Under
certain circumstances, an affiliate of NAPICO or NTCI-II may act as the Local
Operating General Partner. An affiliate, National Tax Credit Inc. II ("NTC-II")
is acting either as a special limited partner or non-managing administrative
general partner (the "Administrative General Partner") of each Local
Partnership.
<PAGE> 3
During 1997, the Apartment Complexes in which NTCI-II had invested were
substantially rented.
The following is a schedule of the status as of December 31, 1997, of the
Apartment Complexes owned by Local Partnerships in which NTCI-II is a limited
partner.
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH NTCI-II HAS AN INVESTMENT
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Units Occupied
as a Percentage
of Total Units
No. of Units Available for
Name & Location Units Occupied Occupancy
- --------------- ----- -------- ---------
<S> <C> <C> <C>
Ashville Equity (Westview)
Ashville, OH 41 41 100%
Columbus Junction Park
Columbus Junction, IA 24 24 100%
Cottages of North St. Paul (Elderly)
North St. Paul, MN 94 94 100%
Cottonwood Park
Colorado Springs, CO 90 89 99%
Countryside
Howell Township, NJ 180 169 94%
East Ridge Apartments
St. Clair, MO 48 39 81%
Edgewood Apartments
Rogers, AR 108 102 94%
Fourth Street
Los Angeles, CA 44 39 89%
Germantown Apartments
Conway, AR 132 132 100%
Great Basin Associates
Reno, NV 28 27 96%
Grimes Park Apartments
Grimes, IA 16 15 94%
Jamestown Terrace
Jamestown, CA 56 52 93%
Jefferson Meadows Apartments
Detroit, MI 83 82 99%
Kentucky River Apartments
Winchester, KY 42 38 90%
Lincoln Grove Apartments
Greensboro, NC 116 114 98%
Meadowlakes Apartments
Searcy, AR 108 102 94%
Michigan Beach Apartments
Chicago, IL 240 175 73%
Nickel River (Wedgewood) Apartments
LaCrosse, WI 105 99 94%
Norwalk Park Apartments
Norwalk, IA 16 15 94%
</TABLE>
<PAGE> 4
SCHEDULE OF PROJECTS OWNED BY LOCAL LIMITED PARTNERSHIPS
IN WHICH NTCI-II HAS AN INVESTMENT (CONTINUED)
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Units Occupied
as a Percentage
of Total Units
No. of Units Available for
Name & Location Units Occupied Occupancy
- --------------- ----- -------- ---------
<S> <C> <C> <C>
Oakview Apartments
Spartanburg, SC 106 100 94%
Palm Springs View
Palm Springs, CA 120 110 92%
Pam Apartments
Pampa, TX 96 95 99%
Paramount Apartments
Maple Heights, OH 99 87 88%
Parkwood Landing
Huntsville, AL 204 173 85%
Pensacola Affordable
Pensacola, FL 56 56 100%
Pineview Terrace
Katy, TX 120 119 99%
Quivera
Lenexa, KS 289 260 90%
Rancho Del Mar
Tucson, AZ 312 275 88%
Salem Park Apartments
Conway, AR 144 144 100%
Sheboygan Apartments
Sheboygan, WI 59 56 95%
Sitka III
Sitka, AK 16 13 81%
Soldotna (Northwood Senior) Apartments
Soldotna, AK 23 22 96%
Torres de Plata II
Toa Alto, PR 78 78 100%
Villa Real
Santa Fe, NM 120 114 95%
Virginia Park Meadows
Detroit, MI 83 79 95%
Wade Walton Apartments
Clarksdale, MI 108 94 87%
Westbridge Apartments
W. Columbia, SC 112 104 93%
----- -----
3,716 3,427 92%
===== =====
</TABLE>
<PAGE> 5
ITEM 2. PROPERTIES:
Through its investment in Local Partnerships, NTCI-II holds interests in
Apartment Complexes. See Item 1 and Schedule XI for information pertaining to
these Apartment Complexes.
ITEM 3. LEGAL PROCEEDINGS:
As of December 31, 1997, NTCI-II's General Partner was a plaintiff or a
defendant in several lawsuits. In addition, the Partnership was involved in the
following lawsuits arising from transactions in the ordinary course of business.
In the opinion of management and the General Partner, these claims will not
result in any material liability to the Partnership.
Michigan Beach/City of Chicago Litigation: On June 19, 1991, the City of Chicago
("Chicago") commenced an action in the Circuit Court of Cook County, Illinois
(the "Chicago Litigation") against the unaffiliated local operating general
partner, certain of its affiliates, the Michigan Beach Limited Partnership,
National Tax Credit Investors II ("NTCI-II"), National Tax Credit Inc. II
("NTC-II"), as the limited and administrative general partner, respectively, of
the Michigan Beach Limited Partnership, and certain other defendants, including
the Government National Mortgage Association ("GNMA"). On May 8, 1992, the
Circuit Court of Cook County entered an order dismissing Counts I-V as against
all defendants. On January 26, 1993, the Illinois Appellate Court affirmed the
order dismissing all the claims asserted against NTCI-II and NTC-II. Chicago did
not appeal that judgment.
In August, 1994, Chicago brought Michigan Beach Limited Partnership, which is
the local partnership, back into the Chicago Litigation by filing a second
amended complaint which named the local partnership and others as defendants.
(Counts I-IV were not directed to the local partnership. As was previously
reported, the allegations directed against the local partnership are in Counts
V, VI, VII and VIII). Chicago alleged, among other things, that Michigan Beach
Cooperative, which was the previous owner of the Michigan Beach Apartments,
fraudulently induced Chicago to loan to it $3,295,230, and breached its alleged
agreement to use the loan proceeds solely for rehabilitating the building. In
Counts V and VI, Chicago alleged that the local partnership's purchase of the
Michigan Beach Apartments from the Michigan Beach Cooperative was a fraudulent
conveyance intended to render the Michigan Beach Cooperative judgment proof and
thereby deprive Chicago of its only source of recovery on its claims against the
Michigan Beach Cooperative; thus, Chicago alleged in these counts that a
judgment entered in favor of Chicago on its claim against the Michigan Beach
Cooperative could be satisfied by Michigan Beach Apartments. Counts VII and VIII
further alleged breaches of Chicago's junior note and mortgage.
The local partnership moved to dismiss all of these allegations. Dismissal of
Counts VI, VII and VIII, was granted and the Michigan Beach local partnership
filed an answer to Count V which denies all of the material allegations of
wrongdoing. Additionally, the local partnership filed a counterclaim against
Chicago requesting $1,000,000 in compensatory damages arising out of Chicago's
conduct in preventing a modification of the senior debt on the property. On
January 26, 1996, the Circuit Court of Cook County entered an order granting
summary judgment in favor of certain defendants and against Chicago, thereby
disposing of all counts of Chicago's Third Amended Complaint against all
defendants. The court also found in favor of the local partnership on its motion
for summary judgment on Count II of its counterclaim against the City. The City
has appealed these rulings and that appeal is currently pending.
The Michigan Beach Limited Partnership is vigorously prosecuting its
counterclaim against the City. The parties have completed discovery and Chicago
has filed a motion for summary judgment with respect to those claims. At the
present time, legal counsel for the local partnership is unable to predict the
outcome of this litigation. The Partnership's investment in Michigan Beach
Limited Partnership at December 31, 1997 and 1996 is zero.
<PAGE> 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:
Not applicable.
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S PARTNERSHIP INTERESTS AND RELATED
SECURITY HOLDER MATTERS:
The Limited Partnership Interests are not traded on a public exchange but were
sold through a public offering managed by PaineWebber Incorporated. It is not
anticipated that any active public market will develop for the purchase and sale
of any Limited Partnership Interests. Limited Partnership Interests may not be
transferred but can be assigned only if certain requirements in the Partnership
Agreement are satisfied. At December 31, 1997, there were 3,748 registered
holders of units in NTCI-II. The Partnership was not designed to provide cash
distributions to Limited Partners in circumstances other than refinancing or
disposition of its investments in Local Partnerships. Distributions have not
been made from inception of the Partnership to December 31, 1997.
<PAGE> 7
ITEM 6. SELECTED FINANCIAL DATA:
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------ ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
Revenues $ 21,559 $ 25,136 $ 165,254 $ 59,636 $ 357,848
Operating expenses 1,060,595 1,037,055 1,291,664 1,213,388 1,042,576
Equity in loss of limited
partnerships and
amortization of
acquisition costs (4,222,167) (4,746,790) (4,684,182) (5,338,942) (4,165,345)
Write-off of Local Partnership -- (1,117,893) -- -- --
------------ ------------ ------------ ------------ ------------
Net loss $ (5,261,203) $ (6,876,602) $ (5,810,592) $ (6,492,694) $ (4,850,073)
============ ============ ============ ============ ============
Net loss per limited
limited partnership
interest $ (72) $ (94) $ (79) $ (89) $ (66)
============ ============ ============ ============ ============
Total assets $ 26,193,937 $ 30,691,137 $ 37,053,252 $ 42,570,620 $ 50,742,001
============ ============ ============ ============ ============
Investments
in limited
partnerships $ 25,724,722 $ 30,331,138 $ 36,116,847 $ 40,935,918 $ 46,510,625
============ ============ ============ ============ ============
Capital contributions
payable $ 356,985 $ 356,985 $ 356,985 $ 369,681 $ 2,512,258
============ ============ ============ ============ ============
</TABLE>
<PAGE> 8
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
Capital Resources
The Partnership raised $72,404,000 from investors by a public offering, the term
of which expired on April 22, 1992, that was used for the acquisition of
investments in Local Partnerships which own the Apartment Complexes. The
Partnership holds limited partnership interests in 37 Local Partnerships.
Normally, the capital contributions to the Local Partnerships are payable in
installments, with each contribution due on a specified date and/or provided
that certain conditions regarding construction operation and financing of the
project have been fulfilled. At December 31, 1997, $356,985 remains outstanding
for 2 Local Partnerships.
It is not expected that any of the Local Partnerships in which the Partnership
invests will generate cash from operations sufficient to provide distributions
to the Limited Partners in any material amount. Such cash from operations, if
any, would first be used to meet operating expenses of the Partnership. The
Partnership's investments will not be readily marketable and may be affected by
adverse general economic conditions which, in turn, could substantially increase
the risk of operating losses for the Apartment Complexes, the Local Partnerships
and the Partnership. These problems may result from a number of factors, many of
which cannot be controlled by the General Partner.
The General Partner has the right to cause distributions received by the
Partnership from the Local Partnerships (that would otherwise be available for
distributions as cash flow) to be dedicated to the increase or replenishment of
reserves at the Partnership level. The reserves will generally be available to
satisfy working capital or operating expense needs of the Partnership (including
payment of partnership management fees) and will also be available to pay any
excess third-party costs or expenses incurred by the Partnership in connection
with the administration of the Partnership, the preparation of reports to the
Limited Partners and other investor servicing obligations of the Partnership. At
the discretion of the General Partner, reserves may be available for
contributions to the Local Partnerships.
The Partnership does not have the ability to assess Limited Partners for
additional capital contributions to provide capital if needed by the Partnership
or Local Partnerships. Accordingly, if circumstances arise that cause the Local
Partnerships to require capital in addition to that contributed by the
Partnership and any equity of the local general partners, the only sources from
which such capital needs will be able to be satisfied (other than the limited
reserves available at the Partnership level) will be (i) third-party debt
financing (which may not be available if, as expected, the Apartment Complexes
owned by the Local Partnerships are already substantially leveraged), (ii) other
equity sources (which could adversely affect the Partnership's interest in
operating cash flow and/or proceeds of sale or refinancing of the Apartment
Complexes which would result in adverse tax consequences to the Limited
Partners), or (iii) the sale or disposition of Apartment Complexes. There can be
no assurance that any of such sources would be readily available in sufficient
proportions to fund the capital requirements of the Local Partnerships. If such
sources are not available, the Local Partnerships would risk foreclosure on
their Apartment Complexes if they were unable to renegotiate the terms of their
first mortgages and any other debt secured by the Apartment Complexes, which
would have significant adverse tax consequences to the Limited Partners.
Liquidity
Each Partnership acquisition is analyzed by the General Partner with respect to
its probable impact upon the Partnership's liquidity position. In this regard,
the General Partner takes into account projected cash flow generated from the
Apartment Complex, the anticipated debt service requirements of the existing
financing and any restructuring or refinancing of such Apartment Complex, and
the division of cash flow in excess of debt service between the Partnership and
the local general partner.
Following an acquisition, adverse business or financial developments could
negatively impact cash flow and the Partnership's liquidity position. The
General Partner may attempt to obtain operating deficit guarantees from certain
local general partners to fund operating deficits for limited periods of time.
See "Investment Objectives and Policies - Operating
<PAGE> 9
Deficit Guarantees" in the Prospectus. In addition, the Local Partnerships are
expected to maintain working capital reserves independent of those maintained by
the Partnership to the extent that (i) the terms of mortgage debt encumbering
the Apartment Complexes or the terms of any government assistance program so
require, or (ii) the Local General Partner determines that such reserves are
necessary or advisable. Although reserves are to be maintained at both the
Partnership and Local Partnership levels, if such reserves and other available
income, if any, are insufficient to cover the Partnership's or any Local
Partnership's operating expenses and liabilities, it may be necessary to
accumulate additional funds from distributions received from Local Partnerships
which would otherwise be available for distribution to the Limited Partners, or
to liquidate the Partnership's investment in one or more Local Partnerships.
Reserves of the Partnership and reserves of the Local Partnerships may be
increased or decreased from time to time by the general partner or the local
general partner, as the case may be, in order to meet anticipated costs and
expenses. The amount of cash flow available for distribution and/or sale or
refinancing proceeds, if any, which is available for distribution to the Limited
Partners may be affected accordingly.
Results of Operations
The Partnership was formed to provide various benefits to its Limited Partners
as discussed in Item 1. It is not expected that any of the Local Partnerships in
which the Partnership has invested will generate cash flow sufficient to provide
for distributions to Limited Partners in any material amount. The Partnership
accounts for its investments in the Local Partnerships on the equity method,
thereby adjusting its investment balance by its proportionate share of the
income or loss of the Local Partnerships.
In general, in order to avoid recapture of Housing Tax Credits, the Partnership
does not expect that it will dispose of its Local Partnership Interests or
approve the sale by a Local Partnership of any Apartment Complex prior to the
end of the applicable 15-year Compliance Period. Because of (i) the nature of
the Apartment Complexes, (ii) the difficulty of predicting the resale market for
low-income housing 15 or more years in the future, and (iii) the inability of
the Partnership to directly cause the sale of Apartment Complexes by local
general partners, but generally only to require such local general partners to
use their respective best efforts to find a purchaser for the Apartment
Complexes, it is not possible at this time to predict whether the liquidation of
substantially all of the Partnership's assets and the disposition of the
proceeds, if any, in accordance with the partnership agreement will be able to
be accomplished promptly at the end of the 15-year period. If a Local
Partnership is unable to sell an Apartment Complex, it is anticipated that the
local general partner will either continue to operate such Apartment Complex or
take such other actions as the local general partner believes to be in the best
interest of the Local Partnership. In addition, circumstances beyond the control
of the General Partner may occur during the Compliance Period which would
require the Partnership to approve the disposition of an Apartment Complex prior
to the end of the Compliance Period.
Except for interim investments in highly liquid debt investments, the
Partnership's investments are entirely interests in other Local Partnerships
owning Apartment Complexes. Funds temporarily not required for such investments
in projects are invested in these highly liquid debt investments earning
interest income as reflected in the statements of operations. These interim
investments can be easily converted to cash to meet obligations as they arise.
Included in interest income for 1995 is $86,095 related to interest earned in
prior years on deposits held in escrow for capital contributions paid.
The Partnership, as a Limited Partner in the Local Partnerships in which it has
invested, is subject to the risks incident to the construction, management, and
ownership of improved real estate. The Partnership investments are also subject
to adverse general economic conditions, and accordingly, the status of the
national economy, including substantial unemployment and concurrent inflation,
could increase vacancy levels, rental payment defaults, and operating expenses,
which in turn, could substantially increase the risk of operating losses for the
Apartment Complexes.
The Partnership accounts for its investments in the local limited partnerships
on the equity method, thereby adjusting its investment balance by its
proportionate share of the income or loss of the Local Partnerships. Equity in
losses of limited partnerships is recognized in the financial statements until
the limited partnership investment account is reduced to a zero balance. Losses
incurred after the limited partnership investment account is reduced to zero are
not recognized. Limited
<PAGE> 10
partners are not liable for losses beyond their contributed capital. The equity
in loss of limited partnerships was reduced from $4,746,790 and $4,684,182 in
1996 and 1995, respectively, to $4,222,167 in 1997 as a result of the
Partnership's investments in two local limited partnerships being reduced to
zero at December 31, 1996. As a result, no losses were recognized from these
partnerships in 1997, as compared to $1,032,475 and $809,247 which was
recognized in 1996 and 1995, respectively.
Distributions received from limited partnerships are recognized as return of
capital until the investment balance has been reduced to zero or to a negative
amount equal to future capital contributions required. Subsequent distributions
received are recognized as income.
Operating expenses consist primarily of recurring general and administrative
expenses and professional fees for services rendered to the Partnership. In
addition, an annual partnership management fee in an amount equal to 0.5% of
invested assets is payable to the General Partner and Special Limited Partner.
The management fee represents the annual recurring fee which will be paid to the
General Partner for its continuing management of Partnership affairs. The
decrease in legal and accounting fees for the years ended December 31, 1997 and
1996 as compared to 1995, is due to legal fees related to the Michigan Beach
litigation and various securities matters in 1995.
The Palm Springs View property, a 120-unit apartment complex located in Palm
Springs, California, was in default on the mortgage note in 1995. The mortgage
note is insured by the United States Department of Housing and Urban Development
("HUD"). In January 1996, HUD paid to the lender a "partial payment of insurance
claim", which modified the mortgage note, including a reduction of the interest
rate and the creation of a second deed of trust to HUD with required payments
restricted to a proportion of available property cash flow. The completion of
the partial payment of insurance claim, in addition to the application of
reserve funds already held by the lender, served to cure the default. In
December 1993, Local Partnership, PSVA Joint Venture, was admitted as an
additional limited partner of the Palm Springs Local Partnership by its
acquisition of 49% of the existing limited partner's 99% ownership interest. In
exchange for the ownership interest, the additional limited partner originally
agreed to invest $577,200, which was to be paid in seventy-eight installments of
$7,400 per month. In January 1996, in conjunction with the partial payment of
insurance claim, the additional limited partner made a lump-sum contribution of
$150,000 in lieu of the payment of the twenty-four installments payable during
1996 and 1997.
The Parkwood Landing Local Partnership obtained permanent financing of
$4,700,000 in October 1994, the proceeds of which were used to repay the
then-outstanding construction loan in the amount of $6,386,000. The remaining
outstanding loan balance was paid primarily with the Partnership's investment of
the second and third capital contributions (approximately $1,200,000 and
$400,000, respectively), with the remainder being funded by the Local Operating
General Partner. Pursuant to a letter agreement dated October 13, 1994 between
the Partnership and the Local Operating General Partner, the third capital
contribution was advanced in order to facilitate the funding of the permanent
loan. This advance capital contribution bears interest at the prime rate plus 2%
per annum, and the interest is due and payable upon the attainment of Rental
Achievement. In consideration of the Partnership's advance of the third capital
contribution, the local general partner agreed to redefine the benchmarks of the
fourth and final capital contribution of $355,909 so as to be payable in two
separate installments. The final capital contribution shall now be payable in
two installments: (a) $100,000 upon the attainment of breakeven operations and
95% occupancy for six consecutive months, as defined in the letter agreement,
and (b) $255,909 upon an additional three months of breakeven operations and 95%
occupancy. In addition, the management agent, which is an affiliate of the Local
Operating General Partner, shall subordinate its property management fees in the
event the project operates at a deficit during the guaranty period. As of
December 31, 1997, Rental Achievement has not been attained and the interest on
the capital contributions has not yet been received or accrued by the
Partnership.
The Michigan Beach property, a 240-unit apartment complex located in Chicago,
Illinois, has been operating at a substantial deficit since 1996. The deficit
has been attributable to a soft local rental market, high leverage and deferred
maintenance. In November 1996, the local partnership ceased making payments on
its first mortgage, and has commenced negotiations with the lender and the U.S.
Department of Housing and Urban Development, who insures the loan, in order
<PAGE> 11
to cure the default. As of December 31, 1997, the loan is still in default and
negotiation of the loan workout is in progress. As a result of the above and the
legal proceedings discussed in Item 3, the carrying value of the investment of
$1,117,893 was written off in 1996.
The Partnership has assessed the potential impact of the Year 2000 computer
systems issue on its operations. The Partnership believes that no significant
actions are required to be taken by the Partnership to address the issue and
that the impact of the Year 2000 computer systems issue will not materially
affect the Partnership's future operating results or financial condition.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:
The Financial Statements and Supplementary Data are listed under Item 14.
ITEM 9. CHANGE IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE:
Not applicable.
<PAGE> 12
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
FINANCIAL STATEMENTS,
FINANCIAL STATEMENT SCHEDULES
AND REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
AS OF DECEMBER 31, 1997
<PAGE> 13
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Partners of
National Tax Credit Investors II
(A California limited partnership)
We have audited the accompanying balance sheets of National Tax Credit Investors
II (a California limited partnership) as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity (deficiency) and cash flows
for each of the three years in the period ended December 31, 1997. Our audits
also included the financial statement schedules listed in the index on item 14.
These financial statements and financial statement schedules are the
responsibility of the management of the Partnership. Our responsibility is to
express an opinion on these financial statements and financial statement
schedules based on our audits. We did not audit the financial statements of
certain investee limited partnerships, the investments in which are reflected in
the accompanying financial statements using the equity method of accounting. The
investments in these investee limited partnerships represent 24 percent and 37
percent of total assets as of December 31, 1997 and 1996, respectively, and the
equity in the net loss of these partnerships represents 27 percent, 25 percent
and 24 percent of the total net loss of the Partnership for the years ended
December 31, 1997, 1996 and 1995, respectively, and represent a substantial
portion of the investee information in Note 2 and financial statement schedules.
The financial statements of these investee limited partnerships were audited by
other auditors. Their reports have been furnished to us and our opinion, insofar
as it relates to the amounts included for those limited partnerships, is based
solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits and the reports of other auditors provide a
reasonable basis for our opinion.
In our opinion, based on our audits and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the financial position of National Tax Credit Investors II as of December 31,
1997 and 1996, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 1997 in conformity with
generally accepted accounting principles. Also, in our opinion, based on our
audits and the reports of other auditors, such financial statement schedules,
when considered in relation to the basic financial statements taken as a whole,
present fairly in all material respects the information set forth therein.
DELOITTE & TOUCHE LLP
Los Angeles, California
April 8, 1998
<PAGE> 14
[RICK J. TANNEBERGER LETTERHEAD]
Independent Auditor's Report
The Partners
Germantown, A Limited Partnership
We have audited the accompanying balance sheets of Germantown, A Limited
Partnership, as of December 31, 1996 and 1995, and the related statements of
income, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Germantown, A Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER
Rick J. Tanneberger, CPA, P.A.
January 15, 1997
Fayetteville, AR 72704
<PAGE> 15
[HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Grimes Park Apartments, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of GRIMES PARK APARTMENTS,
LIMITED PARTNERSHIP as of December 31, 1997 and 1996, and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Grimes Park Apartments,
Limited Partnership as of December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
January 8, 1998
West Des Moines, Iowa
<PAGE> 16
[HUMISTON, SKOKAN, WARREN & EICHENBERGER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Grimes Park Apartments, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of GRIMES PARK APARTMENTS,
LIMITED PARTNERSHIP as of December 31, 1996 and 1995, and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Grimes Park Apartments,
Limited Partnership as of December 31, 1996 and 1995 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
January 6, 1997
West Des Moines, Iowa
<PAGE> 17
[ROCKOFF, HARLAN, RASOF LTD. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Jamestown Terrace (A California Limited Partnership)
We have audited the accompanying balance sheet of JAMESTOWN TERRACE (A
California Limited Partnership), RECD Project No. 04-055-0363605470, as of
December 31, 1997 and 1996, and the related statements of operations, changes in
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that we plan and perform the 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 JAMESTOWN TERRACE (A California
Limited Partnership) as of December 31, 1997 and 1996, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 29, 1998 on our consideration of the Partnership's internal
control structure and a report dated January 29, 1998 on its compliance with
laws and regulations.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 15
through 19 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the audit procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ ROCKOFF, HARLAN, RASOF LTD.
Skokie, Illinois
January 29, 1998
<PAGE> 18
[PLANTE & MORGAN, LLP LETTERHEAD]
Independent Auditor's Report
To the Partners
Jefferson Meadows Limited Dividend
Housing Association Limited Partnership
We have audited the accompanying balance sheet of Jefferson Meadows Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership) MSHDA Development No. 848, as of December 31, 1997, 1996, and 1995,
and the related statements of profit and loss, partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and 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 Jefferson Meadows Limited
Dividend Housing Association Limited Partnership as of December 31, 1997, 1996,
and 1995, and its profit and loss, partners' equity, and its cash flows for the
years then ended, in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 9, 1998, on our consideration of the Partnership's internal
controls and a report dated January 9, 1998, on its compliance with laws and
regulations.
/s/ PLANTE & MORGAN, LLP
January 9, 1998
East Lansing, Michigan 48826-2500
<PAGE> 19
[PLANTE & MORAN, LLP LETTERHEAD]
Independent Auditor's Report
To the Partners
Jefferson Meadows Limited
Dividend Housing Association
Limited Partnership
We have audited the accompanying balance sheet of Jefferson Meadows Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership), MSHDA Development No. 848, as of December 31, 1996, 1995, and
1994, 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 Jefferson Meadows Limited
Dividend Housing Association Limited Partnership at December 31, 1996, 1995, and
1994, and the results of its operations and changes in partners' equity and cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 13, 1997, on our consideration of the Partnership's internal
control structure and a report dated January 13, 1997, on its compliance with
laws and regulations.
/s/ PLANTE & MORAN, LLP
January 13, 1997
East Lansing, Michigan 48826-2500
<PAGE> 20
[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Kentucky River Apartments, Ltd.
A Kentucky Limited Partnership
Winchester, Kentucky
I have audited the accompanying balance sheet of Kentucky River Apartments,
Ltd., a Kentucky Limited Partnership as of December 31, 1997, and the related
statements of operations, partners' capital and cash flows for the year then
ended. These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted the audit 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 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 Kentucky River Apartments, Ltd., A
Kentucky Limited Partnership as of December 31, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
The audit were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 10 and 11 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in my
opinion is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ DONALD W. CAUSEY, CPA, P.C.
February 12, 1998
Gadsden, Alabama 35902
<PAGE> 21
[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Kentucky River Apartments, Ltd.
A Kentucky Limited Partnership
Winchester, Kentucky
I have audited the accompanying balance sheet of Kentucky River Apartments,
Ltd., a Kentucky Limited Partnership as of December 31, 1996, and the related
statements of operations, partners' capital and cash flows for the year then
ended. These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on the financial
statements based on my audit.
I conducted the audit in accordance with generally accepted auditing standards
and Government Auditing Standards issued by the Comptroller General of the
United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material 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 Kentucky River Apartments, Ltd., A
Kentucky Limited Partnership as of December 31, 1996, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
The audit were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on Page 10 and 11 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the audit
procedures applied in the audit of the basic financial statements and, in my
opinion is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ DONALD W. CAUSEY, CPA, P.C.
February 1, 1997
Gadsden, Alabama 35902
<PAGE> 22
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Wynnefield Lincoln Grove Limited Partnership
We have audited the accompanying balance sheet of Wynnefield Lincoln Grove
Limited Partnership as of December 31, 1997, and the related statements of
operations, changes in partners' equity and cash flows for the year then ended.
These financial statements are the responsibility of the partnership's
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 Wynnefield Lincoln Grove
Limited Partnership as of December 31, 1997, and the results of its operations,
the changes in partners' equity and its cash flows for the year then ended, in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued
reports dated January 9, 1998 on our consideration of Wynnefield Lincoln Grove
Limited Partnership's internal control and on its compliance with laws
regulations and contracts.
/s/ REZNICK FEDDER & SILVERMAN
Charlotte, North Carolina
January 9, 1998
<PAGE> 23
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Ashville Equity Limited Partnership
We have audited the accompanying balance sheets of ASHVILLE EQUITY LIMITED
PARTNERSHIP as of December 31, 1997 and 1996 and the related statements of
operations, changes in partners' equity and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
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 Ashville Equity Limited
Partnership as of December 31, 1997 and 1996 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.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The additional 1997 financial data, listed in the
Table of Contents, are presented for the purpose of additional analysis and are
not a required part of the financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the 1997 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Los Angeles, California
March 5, 1998
<PAGE> 24
[HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Columbus Junction Park, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of COLUMBUS JUNCTION PARK,
LIMITED PARTNERSHIP as of December 31, 1997 and 1996, and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Columbus Junction Park,
Limited Partnership as of December 31, 1997 and 1996 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
January 12, 1998
West Des Moines, Iowa
<PAGE> 25
[HUMISTON, SKOKAN, WARREN & EICHENBERGER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Columbus Junction Park, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of COLUMBUS JUNCTION PARK,
LIMITED PARTNERSHIP as of December 31, 1996 and 1995, and the related statements
of operations, partners' equity (deficit) and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Columbus Junction Park,
Limited Partnership as of December 31, 1996 and 1995 and the results of its
operations and its cash flows for the years then ended, in conformity with
generally accepted accounting principles.
/s/ HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
January 9, 1997
West Des Moines, Iowa
<PAGE> 26
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Cottonwood Park Housing Partners
We have audited the accompanying balance sheets of COTTONWOOD PARK HOUSING
PARTNERS (a Colorado limited partnership) as of December 31, 1997 and 1996 and
the related statements of income, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
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 Cottonwood Park Housing
Partners as of December 31, 1997 and 1996 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.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The additional 1997 financial data, listed in the
Table of Contents, are presented for the purpose of additional analysis and are
not a required part of the financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the 1997 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Los Angeles, California
March 5, 1998
<PAGE> 27
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Countryside North American Partners, L.P.
We have audited the accompanying statements of assets, liabilities and
partners' equity of Countryside North American Partners, L.P. as of December 31,
1997 and 1996, and the related statements of operations, partners' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards 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.
As described in note A, these financial statements were prepared in
conformity with the accounting practices prescribed or permitted by the New
Jersey Housing & Mortgage Finance Agency, and are not intended to be a
presentation in conformity with generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and partners' equity of
Countryside North American Partners, L.P. as of December 31, 1997 and 1996, and
the results of its operations, the changes in partners' equity and cash flows
for the years then ended, on the basis of accounting described in note A.
-4-
<PAGE> 28
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 16
through 22 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 the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also issued a
report dated January 30, 1998 on our consideration of Countryside North American
Partners, L.P.'s internal control and a report dated January 30, 1998 on its
compliance with laws and regulations applicable to the financial statements.
This report is intended solely for the information and use of the
management of Countryside North American Partners, L.P. and the New Jersey
Housing & Mortgage Finance Agency and should not be used for any other purpose.
/s/ REZNICK, FEDDER & SILVERMANN
Bethesda, Maryland
January 30, 1998
-5-
<PAGE> 29
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Countryside North American Partners, L.P.
We have audited the accompanying statements of assets, liabilities and
partners' equity of Countryside North American Partners, L.P. as of December 31,
1996 and 1995, and the related statements of operations, partners' equity and
cash flows for the years then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards and Government Auditing Standards, issued by the Comptroller General
of the United States and the New Jersey Housing Finance Agency Policies and
Procedures Manual (revised July 1, 1996). Those standards and the Manual 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 A, these financial statements were prepared in
conformity with the accounting practices prescribed or permitted by the New
Jersey Housing & Mortgage Finance Agency, and are not intended to be a
presentation in conformity with generally accepted accounting principles.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the assets, liabilities and partners' equity of
Countryside North American Partners, L.P. as of December 31, 1996 and 1995, and
the results of its operations, the changes in partners' equity and cash flows
for the years then ended, on the basis of accounting described in Note A.
-3-
<PAGE> 30
In accordance with Government Auditing Standards, we have also issued a
report dated January 29, 1997 on our consideration of Countryside North American
Partners, L.P. internal control structure and a report dated January 29, 1997 on
its compliance with laws and regulations applicable to the financial statements.
This report is intended solely for the information and use of the
management of Countryside North American Partners, L.P. and the New Jersey
Housing & Mortgage Finance Agency and should not be used for any other purpose.
/s/ REZNICK FEDDER & SILVERMANN
Bethesda, Maryland
January 30, 1998
-4-
<PAGE> 31
[PANNETT & MARTI LETTERHEAD]
To the Partners
East Ridge Apartments (Limited Partnership)
Quincy, Illinois
We have audited the accompanying balance sheet of East Ridge Apartments (Limited
Partnership) as of December 31, 1997, 1996 and 1995, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
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 East Ridge Apartments (Limited
Partnership) as of December 31, 1997, 1996 and 1995, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
[SIG]
PANNETT & MARTI, P.C.
Certified Public Accountants
March 6, 1998
Chesterfield, Missouri
<PAGE> 32
[PANNETT & MARTI LETTERHEAD]
To the Partners
East Ridge Apartments (Limited Partnership)
Quincy, Illinois
We have audited the accompanying balance sheet of East Ridge Apartments (Limited
Partnership) as of December 31, 1996, 1995 and 1994, and the related statements
of income, retained earnings, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the 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 East Ridge Apartments (Limited
Partnership) as of December 31, 1996, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted
[SIG]
PANNETT & MARTI, P.C.
Certified Public Accountants
February 14, 1997
Chesterfield, Missouri
<PAGE> 33
[RICK J. TANNEBERGER LETTERHEAD]
Independent Auditor's Report
The Partners
Edgewood, A Limited Partnership
We have audited the accompanying balance sheets of Edgewood, A Limited
Partnership, as of December 31, 1997 and 1996, and the related statements of
income, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Edgewood, A Limited Partnership
as of December 31, 1997 and 1996, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER, CPA, P.A.
Rick J. Tanneberger, CPA, P.A.
January 27, 1998
Fayetteville, Arkansas
<PAGE> 34
[RICK J. TANNEBERGER LETTERHEAD]
Independent Auditor's Report
The Partners
Germantown, A Limited Partnership
We have audited the accompanying balance sheets of Germantown, A Limited
Partnership, as of December 31, 1997 and 1996, and the related statements of
income, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Germantown,
A Limited Partnership as of December 31, 1997 and 1996, and the results
of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER, CPA, P.A.
Rick J. Tanneberger, CPA, P.A.
January 26, 1998
Fayetteville, Arkansas
<PAGE> 35
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Wynnefield Lincoln Grove Limited Partnership
We have audited the accompanying balance sheet of Wynnefield Lincoln Grove
Limited Partnership as of December 31, 1996, and the related statements of
operations, changes in partners' equity and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
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 Wynnefield Lincoln Grove
Limited Partnership as of December 3 1, 1996, and the results of its operations
and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/ REZNICK FEDDER & SILVERMAN
January 14, 1997
Charlotte, North Carolina
<PAGE> 36
[RICK J. TANNEBERGER LETTERHEAD]
Independent Auditor's Report
The Partners
Meadow Lake I, A Limited Partnership
We have audited the accompanying balance sheets of Meadow Lake I, A Limited
Partnership, as of December 31, 1997 and 1996, and the related statements of
income, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Meadow Lake I, A Limited
Partnership as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER
-----------------------------
Rick J. Tanneberger, CPA, P.A.
January 27, 1998
Fayetteville, Arkansas
<PAGE> 37
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS AND
ADDITIONAL FINANCIAL DATA REQUIRED BY
THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
To the Partners of
Michigan Beach Limited Partnership
We have audited the accompanying balance sheets of MICHIGAN BEACH LIMITED
PARTNERSHIP, FHA Project No. 071-36644 (the "Partnership") , as of December 31,
1996 and 1995, and the related statements of operations, changes in partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Michigan Beach Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations,
changes in its partners' equity and its cash flows for the years then ended, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. Insufficient cash flows and
recurring losses from operations resulted in the Partnership becoming delinquent
on its required monthly payments of principal, interest and reserves which were
due for the period from November 1, 1996 through March 7, 1997. These conditions
raise substantial doubt about the Partnership's ability to continue as a going
concern. Management's plans in regard to these matters are described in Notes 2
and 8. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.
<PAGE> 38
Our audits were conducted for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying additional 1996 financial data
shown on pages 13 through 19 are presented for purposes of additional analysis
and are not a required part of the financial statements. Such information has
been subjected to the auditing procedures applied in the audit of the 1996
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Los Angeles, California
January 31, 1997
<PAGE> 39
[RICK J. TANNEBERGER, CPA, P.A. LETTERHEAD]
Independent Auditor's Report
The Partners
Meadow Lake I, A Limited Partnership
We have audited the accompanying balance sheets of Meadow Lake I, A Limited
Partnership, as of December 31, 1996 and 1995, and the related statements of
income, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Meadow Lake I, A Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER
------------------------------
Rick J. Tanneberger, CPA, P.A.
Rick J. Tanneberger, CPA
January 17, 1997
Fayetteville, Arkansas
<PAGE> 40
[LOGO]
STIENESSEN . SCHLEGEL & CO.
LIMITED LIABILITY COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report
To the Partners
Nickel River Investment, A Wisconsin
Limited Partnership
Augusta, Wisconsin
We have audited the accompanying balance sheets of Nickel River Investment, A
Wisconsin Limited Partnership as of December 31, 1997, 1996, and 1995, and the
related statements of operations and changes in partners' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the 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 Nickel River Investment, A
Wisconsin Limited Partnership as of December 31, 1997, 1996, and 1995, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data on pages 10-13 is
presented for the purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ STIENESSEN, SCHLEGEL & CO. LLC
- ----------------------------------
CERTIFIED PUBLIC ACCOUNTANTS
EAU CLAIRE, WI 54702-O810
January 14, 1998
<PAGE> 41
[LOGO]
STIENESSEN . SCHLEGEL & CO.
LIMITED LIABILITY COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
Independent Auditor's Report
To the Partners
Nickel River Investment, A Wisconsin
Limited Partnership
Augusta, Wisconsin
We have audited the accompanying balance sheets of Nickel River Investment, A
Wisconsin Limited Partnership as of December 31, 1996, 1995, and 1994, and the
related statements of operations and changes in partners' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the 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 Nickel River Investment, A
Wisconsin Limited Partnership as of December 31, 1996, 1995, and 1994, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data on pages 10-13 is
presented for the purposes of additional analysis and is not a required part of
the basic financial statements. Such information has been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, is fairly stated in all material respects in relation to the
basic financial statements taken as a whole.
/s/ STIENESSEN, SCHLEGEL & CO. LLC
- ----------------------------------
CERTIFIED PUBLIC ACCOUNTANTS
EAU CLAIRE, WI 54702-O810
January 13, 1997
<PAGE> 42
[HSW&E LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Norwalk Park Apartments, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of NORWALK PARK
APARTMENTS, LIMITED PARTNERSHIP as of December 31, 1997 and 1996, and the
related statements of operations, partners' equity (deficit) and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Norwalk Park
Apartments, Limited Partnership as of December 31, 1997 and 1996 and the results
of its operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.
/s/ HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
- -------------------------------------------------
January 12, 1998
West Des Moines Iowa
<PAGE> 43
[HSW&E LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Norwalk Park Apartments, Limited Partnership
West Des Moines, Iowa
We have audited the accompanying balance sheets of NORWALK PARK
APARTMENTS, LIMITED PARTNERSHIP as of December 31, 1996 and 1995, and the
related statements of operations, partners' equity (deficit) and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Norwalk Park
Apartments, Limited Partnership as of December 31, 1996 and 1995 and the results
of its operations and its cash flows for the years then ended, in conformity
with generally accepted accounting principles.
/s/ HUMISTON, SKOKAN, WARREN & EICHENBERGER, P.C.
- -------------------------------------------------
January 8, 1997
West Des Moines, Iowa
<PAGE> 44
[NORMAN, JOHNSON & CO., PA LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Oak View Spartanburg Associates, L.P.
(A South Carolina Limited Partnership)
Spartanburg, South Carolina
We have audited the accompanying balance sheets of Oak View Spartanburg
Associates, L.P. (A South Carolina Limited Partnership) as of December 31, 1997
and 1996, and the related statements of operations and changes in partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the 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 Oak View Spartanburg
Associates, L.P. (A South Carolina Limited Partnership) as of December 31, 1997
and 1996, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ NORMAN, JOHNSON & CO., PA LETTERHEAD
- ----------------------------------------
Spartanburg, South Carolina
February 9, 1998
<PAGE> 45
[NORMAN, JOHNSON & CO., PA LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Oak View Spartanburg Associates, L.P.
(A South Carolina Limited Partnership)
Spartanburg, South Carolina
We have audited the accompanying balance sheets of Oak View Spartanburg
Associates, L.P. (A South Carolina Limited Partnership) as of December 31, 1996
and 1995, and the related statements of operations and changes in partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the 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 Oak View Spartanburg
Associates, L.P. (A South Carolina Limited Partnership) as of December 31, 1996
and 1995, and the results of its operations and its cash flows for the years
then ended in conformity with generally accepted accounting principles.
/s/ NORMAN, JOHNSON & CO., PA LETTERHEAD
- ----------------------------------------
Spartanburg, South Carolina
February 24, 1997
<PAGE> 46
[LOGO]
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS
AND ADDITIONAL FINANCIAL DATA REQUIRED BY
THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
To the Partners
Palm Springs View Apartments, Ltd.
We have audited the accompanying balance sheets of PALM SPRINGS VIEW APARTMENTS,
LTD. (a limited partnership), FHA Project No. 143-94002-PM (the "Partnership"),
as of December 31, 1997 and 1996, and the related statements of operations,
changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Palm Springs View Apartments,
Ltd. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying 1997 additional
financial data (shown on pages 13 through 19) are presented for the purpose of
additional analysis and are 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 1997 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.
2
<PAGE> 47
In accordance with Government Auditing Standards, we have also issued a report
dated January 16, 1998 on our consideration of the Partnership's internal
control and a report dated January 16, 1998 on its compliance with laws and
regulations.
/S/ ALTSCHULER, MELVOIN AND GLASSER LLP
- ---------------------------------------
Los Angeles, California
January 16, 1998
<PAGE> 48
[LOGO]
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS
AND ADDITIONAL FINANCIAL DATA REQUIRED BY
THE U.S. DEPARTMENT OF HOUSING AND URBAN DEVELOPMENT
To the Partners
Palm Springs View Apartments, Ltd.
We have audited the accompanying balance sheets of PALM SPRINGS VIEW APARTMENTS,
LTD. (a limited partnership), FHA Project No. 143-94002-PM (the "Partnership"),
as of December 31, 1997 and 1996, and the related statements of operations,
changes in partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Palm Springs View Apartments,
Ltd. as of December 31, 1997 and 1996, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying 1997 additional
financial data (shown on pages 13 through 19) are presented for the purpose of
additional analysis and are 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 1997 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.
2
<PAGE> 49
In accordance with Government Auditing Standards, we have also issued a report
dated January 16, 1998 on our consideration of the Partnership's internal
control and a report dated January 16, 1998 on its compliance with laws and
regulations.
/S/ ALTSCHULER, MELVOIN AND GLASSER LLP
- ---------------------------------------
Los Angeles, California
January 16, 1998
3
<PAGE> 50
[WEINSTEIN SPIRA & COMPANY, PC. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
January 15, 1997
The Partners
Pampa Partnership Limited
Houston, Texas
We have audited the accompanying Balance Sheets of Pampa Partnership Limited as
of December 31, 1996 and 1995, and the related Statements of Operations, Changes
in Partners' Capital, and Cash Flows for the years ended December 31, 1996,
1995, and 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 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 Pampa Partnership Limited as of
December 31, 1996 and 1995, and the results of its operations and cash flows for
the years ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
/s/ WEINSTEIN SPIRA & CO., P.C.
- -------------------------------
Weinstein Spira & Co., P.C.
Houston, Texas
<PAGE> 51
[LOGO]
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Paramount Limited Partnership
We have audited the income tax basis statement of assets, liabilities and
partners' capital of PARAMOUNT LIMITED PARTNERSHIP as of December 31, 1996 and
1995, and the income tax basis statements of revenue and expenses, changes in
partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our 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 our audits provide a reasonable basis for our opinion.
As described in Note 1, these financial statements were prepared on the
accounting basis used 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
Paramount Limited Partnership as of December 31, 1996 and 1995, and its revenue
and expenses, changes in partners' capital and cash flows for the years then
ended on the basis of accounting described in Note 1.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The Additional Financial Data on pages 11 and 12
are presented for the purposes of additional analysis and are not a required
part of the financial statements. This information has been subjected to the
procedures applied in the audits of the financial statements and, in our
opinion, is stated fairly in all material respects in relation to the financial
statements taken as a whole.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
- ---------------------------------------
Chicago, Illinois
January 23, 1997
2.
<PAGE> 52
[HABIF, AROGETIC & WYNNE, P.C. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Huntsville Properties Limited Partnership
d/b/a The Arbors Of Madison
We have audited the accompanying balance sheet of HUNTSVILLE PROPERTIES LIMITED
PARTNERSHIP d/b/a THE ARBORS OF MADISON, as of December 31, 1996, and the
related statements of changes in partners' equity, operations, and cash flows
for the year then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of HUNTSVILLE PROPERTIES LIMITED
PARTNERSHIP d/b/a THE ARBORS OF MADISON as of December 31, 1996, and the results
of its operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplemental information is
presented for the purpose of additional analysis and is not a required part of
the basic financial statements. Such information has not been subjected to the
auditing procedures applied in the audit of the basic financial statements.
/s/ HABIF, AROGETIC & WYNNE, P.C.
- ---------------------------------
Atlanta, Georgia
January 30, 1997
<PAGE> 53
TOM E. BREWSTER
CERTIFIED PUBLIC ACCOUNTANT
P. O. BOX 2900
PENSACOLA, FLORIDA 32513
Northwestern Partners, Ltd. INDEPENDENT AUDITOR'S
c/o Mr. James Reeves REPORT
Operating General Partner
Pensacola, Florida
I have audited the accompanying balance sheet of Northwestern Partners, Ltd. (a
Florida limited partnership) as of December 31, 1996 and 1997, and the related
statements of income, partners' capital and cash flows for the years then ended.
These financial statements are the responsibility of the partnership's
management. My responsibility is to express an opinion on these financial
statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my audit provides a reasonable basis of my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Northwestern Partners, Ltd. as of
December 31, 1996 and 1997, and the results of its operations, the changes in
partners' capital and cash flows for the years then ended in conformity with
generally accepted accounting principles.
[SIG]
CERTIFIED PUBLIC ACCOUNTANT
Pensacola, Florida
February 10, 1998
1
<PAGE> 54
[KOCH & KOCH LETTERHEAD]
CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITORS' REPORT
To the Partners of:
Quivira Place Associates, L.P.
We have audited the accompanying balance sheet of Quivira Place Associates,
L.P., a limited partnership as of December 31, 1996 and the related statements
of income, expense, and partners' equity, and cash flows for the year then
ended. These financial statements are the responsibility of the Project's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
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.
Because of the inadequacy of accounting records for the years prior to 1995, we
were unable to form an opinion regarding the amounts at which fixed assets,
accumulated depreciation, and partners' equity are recorded in the accompanying
balance sheet at December 31, 1996 stated at $11,118,852, $2,764,423, and
$4,468,939, respectively), or the amount of depreciation expense for the year
then ended (stated at $546,874).
In our opinion, except for the effects of such adjustments, if any, as might
have been determined to be necessary had prior year records concerning fixed
assets, accumulated depreciation, partners' equity, and depreciation expense
been adequate, the financial statements referred to in the first paragraph
present fairly, in all material respects, the financial position of Quivira
Place Associates, L.P., a limited partnership as of December 31, 1996 and the
results of its operations and the changes in partners' equity and cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ KOCH & KOCH
---------------------------------------
January 30, 1997 Koch & Koch
Certified Public Accountants
Kansas City, Missouri
<PAGE> 55
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Rancho Del Mar Apartments Limited Partnership
We have audited the accompanying balance sheet of Rancho Del Mar
Apartments Limited Partnership as of December 31, 1996, and the related
statements of revenue and expenses, 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 Rancho Del Mar
Apartments Limited Partnership as of December 3 1, 1996, and the results of its
operations, the changes in partners' equity and its cash flows for the year then
ended in conformity with generally accepted accounting principles.
/s/ REZNICK FEDDER & SILVERMAN LETTERHEAD
- -----------------------------------------
Baltimore, Maryland
February 6, 1997
-3-
<PAGE> 56
[RICK J. TANNEBERGER LETTERHEAD]
RECEIVED
JAN 30 1998
INDEPENDENT AUDITOR'S REPORT ASSET MGMT
The Partners
Salem Park, A Limited Partnership
We have audited the accompanying balance sheets of Salem Park, A Limited
Partnership, as of December 31, 1997 and 1996, and the related statements of
income, partners' capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Salem Park, A Limited
Partnership as of December 31, 1997 and 1996, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER
-----------------------------------------
Rick J. Tanneberger, CPA, P.A.
January 26, 1998
Fayetteville, AR
<PAGE> 57
[RICK J. TANNEBERGER LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
The Partners
Salem Park, A Limited Partnership
We have audited the accompanying balance sheets of Salem Park, A Limited
Partnership, as of December 31, 1996 and 1995, and the related statements of
income, partners, capital and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our 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 Salem Park, A Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary information presented
on page 11 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ RICK J. TANNEBERGER
--------------------------------
Rick J. Tanneberger, CPA, P.A.
Rick J. Tanneberger, CPA
January 17, 1997
Fayetteville, AR
<PAGE> 58
[HAWKINS, ASH, BAPTIE & COMPANY, LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Sheboygan Regency House
Sheboygan, Wisconsin
We have audited the accompanying balance sheets of Sheboygan Regency House, (A
Wisconsin Limited Partnership) as of December 31, 1997, 1996, and 1995 and
the related statements of operations, partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sheboygan Regency House as of
December 31, 1997, 1996, and 1995, and the results of its operations and its
cash flows for the years then ended in conformity with generally accepted
accounting principles.
/s/ HAWKINS, ASH, BAPTIE & COMPANY, LLP
- -----------------------------------------
Manitowoc, Wisconsin
January 7, 1998
-2-
<PAGE> 59
[HAWKINS, ASH, BAPTIE & COMPANY, LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Sheboygan Regency House
Sheboygan, Wisconsin
We have audited the accompanying balance sheets of Sheboygan Regency House, (A
Wisconsin Limited Partnership) as of December 31, 1996, 1995, and 1994 and the
related statements of operations, partners' equity and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sheboygan Regency House as of
December 31, 1996, 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.
/s/ HAWKINS, ASH, BAPTIE & COMPANY, LLP
- ----------------------------------------
Manitowoc, Wisconsin
January 10, 1997
-2-
<PAGE> 60
[TORRES LLOMPART, SANCHEZ RUIZ & CO. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS
Partners
Torres del Plata II Limited Partnership
San Juan, Puerto Rico
We have audited the accompanying balance sheets of Torres del Plata II Limited
Partnership, as of December 31, 1997 and 1996, and the related statements of
operations, partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States and the US Department of Agriculture, Farmers Home Administration
Audit Program Handbook, issued in December 1989. 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 statements 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 Torres del Plata II Limited
Partnership, as of December 31, 1997 and 1996, 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.
In accordance with Government Auditing Standards, we have also issued a report
dated January 28, 1998 on our consideration of the Partnership's internal
control structure and a report dated January 28, 1998 on its compliance with
laws, regulations, contracts, loans covenants and agreements.
/s/ TORRES LLOMPART, SANCHEZ RUIZ & CO.
January 28, 1998
License No. 169 San Juan, Puerto Rico
Stamp number 1462222 was affixed
to the original of this report.
<PAGE> 61
[TORRES LLOMPART, SANCHEZ RUIZ & CO. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS
Partners
Torres del Plata II Limited Partnership
San Juan, Puerto Rico
We have audited the accompanying balance sheet of Torres del Plata II Limited
Partnership, as of December 31, 1996, and the related statements of operations,
partners' equity, and cash flows for the year 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 Torres del Plata II Limited Partnership as of December
31, 1995, were audited by other auditors whose report dated January 26, 1996,
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 statements
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Torres del Plata II Limited
Partnership, as of December 31, 1996, and the results of its operations, changes
in partners' equity and cash flows for the year then ended in conformity with
generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 23, 1997 on our consideration of the Partnership's internal
control structure and a report dated January 23, 1997 on its compliance with
laws, regulations, contracts, loans covenants and agreements.
/s/ TORRES LLOMPART, SANCHEZ RUIZ & CO.
San Juan, Puerto Rico
January 23, 1997
License No. 169
Stamp number 1412224 was affixed
to the original of this report.
<PAGE> 62
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Villa Real Limited Partnership
We have audited the accompanying balance sheets of VILLA REAL LIMITED
PARTNERSHIP (a New Mexico limited partnership) as of December 31, 1997 and 1996
and the related statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's 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 Villa Real Limited Partnership
as of December 31, 1997 and 1996 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.
Our audits were made for the purpose of forming an opinion on the financial
statements taken as a whole. The additional 1997 financial data, listed in the
Table of Contents, are presented for the purpose of additional analysis and are
not a required part of the financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the 1997 financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Los Angeles, California
March 5, 1998
<PAGE> 63
[ALTSCHULER, MELVOIN AND GLASSER LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Villa Real Limited Partnership
we have audited the accompanying balance sheets of VILLA REAL LIMITED
PARTNERSHIP (a New Mexico limited partnership) as of December 31, 1996 and 1995,
and the related statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's 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 Villa Real Limited Partnership
as of December 31, 1996 and 1995, and its results of operations, changes 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 financial
statements taken as a whole. The additional 1996 financial data, listed in the
Table of Contents, are presented for purposes of additional analysis and are not
a required part of the financial statements. Such information has been subjected
to the auditing procedures applied in the audit of the 1996 financial statements
and, in our opinion, is fairly stated in all material respects in relation to
the financial statements taken as a whole.
/s/ ALTSCHULER, MELVOIN AND GLASSER LLP
Los Angeles, California
February 17, 1997
<PAGE> 64
[PLANTE & MORAN, LLP LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Virginia Park Meadows Limited
Dividend Housing Association
Limited Partnership
We have audited the accompanying balance sheet of Virginia Park Meadows Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership), MSHDA Development No. 849, as of December 31, 1996, 1995, and
1994, 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 Virginia Park Meadows Limited
Dividend Housing Association Limited Partnership at December 31, 1996, 1995, and
1994, and the results of its operations and changes in partners' equity and cash
flows for the years then ended, in conformity with generally accepted accounting
principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 13, 1997, on our consideration of the Partnership's internal
control structure and a report dated January 13, 1997, on its compliance with
laws and regulations.
/s/ PLANTE & MORAN, LLP
January 13, 1997 East Lansing, Michigan
<PAGE> 65
[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Clarksdale Community Housing Group, Ltd.
Clarksdale, Mississippi
I have audited the accompanying balance sheets of Clarksdale Community Housing
Group, Ltd., a limited partnership, as of December 31, 1997 and 1996, and the
related statements of operations, partners' capital and cash flows for the years
then ended. These financial statements are the responsibility of the
partnership's management. 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.
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 Clarksdale Community Housing Group,
Ltd., as of December 31, 1997 and 1996, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page 10
and 11 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the audit procedures applied in the audits 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.
/s/ DONALD W. CAUSEY, CPA, P.C.
February 17, 1998
GADSDEN, ALABAMA
-1-
<PAGE> 66
[DONALD W. CAUSEY, CPA, P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Clarksdale Community Housing Group, Ltd.
Clarksdale, Mississippi
I have audited the accompanying balance sheets of Clarksdale Community Housing
Group, Ltd., a limited partnership, as of December 31, 1996 and 1995, 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.
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 Clarksdale Community Housing Group,
Ltd., as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for the years then ended in conformity with generally accepted
accounting principles.
The audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on page 10
and 11 is presented for purposes of additional analysis and is not a required
part of the basic financial statements. Such information has been subjected to
the audit procedures applied in the audits 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.
/s/ DONALD W. CAUSEY, CPA, P.C.
- -------------------------------
February 18, 1997
Gadsden, Alabama
<PAGE> 67
[DURANT, SCHRAIBMAN & LINDSAY]
INDEPENDENT ACCOUNTANTS' REPORT
To the Partners
Pen-Hill-Co Limited Partnership
Columbia, South Carolina
We have audited the balance sheets of Pen-Hill-Co Limited Partnership, as of
December 31, 1997 and 1996, and the related statements of income, changes in
partner's 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 Pen-Hill-Co Limited
Partnership, as of December 31, 1997 and 1996, and the results of its
operations, changes in partners capital and cash flows for the years then ended
in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 19, 1998 on our
consideration of Pen-Hill-Co Limited Partnership's internal control and reports
dated February 19, 1998 on its compliance with specific requirements applicable
to major HUD programs and Fair Housing and Non-Discrimination.
/s/ DURANT, SCHRAIBMAN & LINDSAY]
------------------------------------
Durant, Schraibman & Lindsay
February 19, 1998
Columbia, South Carolina
<PAGE> 68
[DURANT, SCHRAIBMAN & LINDSAY]
INDEPENDENT ACCOUNTANTS' REPORT
To the Partners
Pen-Hill-Co Limited Partnership
Columbia, South Carolina
We have audited the balance sheets of Pen-Hill-Co Limited Partnership, as of
December 31, 1996 and 1995, and the related statements of profit and loss,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the 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 Pen-Hill-Co Limited
Partnership, as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated February 18, 1997 on our consideration of Pen-Hill-Co Limited
Partnership's internal control structure and reports dated February 18, 1997 on
its compliance with the specific requirements of major HUD programs and
affirmative fair housing regulations.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The accompanying supplemental schedules are
presented for purposes of additional analysis and are not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in the examination of the basic financial statements and, in
our opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ DURANT, SCHRAIBMAN & LINDSAY]
------------------------------------
Durant, Schraibman & Lindsay
February 18,1997
Columbia, South Carolina
<PAGE> 69
NATIONAL TAX CREDIT INVESTORS II
(A CALIFORNIA LIMITED PARTNERSHIP)
BALANCE SHEETS
DECEMBER 31, 1997 AND 1996
ASSETS
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
INVESTMENTS IN LIMITED PARTNERSHIPS
(Notes 1 and 2) $25,724,722 $30,331,138
CASH AND CASH EQUIVALENTS (Note 1) 216,939 147,870
OTHER ASSETS 30,269 --
RESTRICTED CASH (Note 3) 222,007 212,129
----------- -----------
TOTAL ASSETS $26,193,937 $30,691,137
=========== ===========
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES:
Accrued fees due to partners (Notes 5 and 8) $ 2,066,985 $ 1,302,375
Capital contributions payable (Note 4) 356,985 356,985
Accounts payable and accrued expenses 67,548 68,155
----------- -----------
2,491,518 1,727,515
----------- -----------
CONTINGENCIES (Note 7)
PARTNERS' EQUITY 23,702,419 28,963,622
----------- -----------
TOTAL LIABILITIES AND PARTNERS' EQUITY $26,193,937 $30,691,137
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 70
NATIONAL TAX CREDIT INVESTORS II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
<S> <C> <C> <C>
INTEREST INCOME $ 21,559 $ 25,136 $ 165,254
----------- ----------- -----------
OPERATING EXPENSES:
Management fees - partners (Note 5) 764,610 764,607 764,607
General and administrative (Note 5) 136,313 124,939 126,134
Legal and accounting 159,672 147,509 400,923
----------- ----------- -----------
Total operating expenses 1,060,595 1,037,055 1,291,664
----------- ----------- -----------
LOSS FROM PARTNERSHIP OPERATIONS (1,039,036) (1,011,919) (1,126,410)
WRITE-OFF OF INVESTMENT IN
LIMITED PARTNERSHIP (Note 2) -- (1,117,893) --
EQUITY IN LOSS OF LIMITED
PARTNERSHIPS AND AMORTIZATION
OF ACQUISITION COSTS (Note 2) (4,222,167) (4,746,790) (4,684,182)
----------- ----------- -----------
NET LOSS $(5,261,203) $(6,876,602) $(5,810,592)
=========== =========== ===========
NET LOSS PER LIMITED
PARTNERSHIP INTEREST (Note 1) $ (72) $ (94) $ (79)
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 71
NATIONAL TAX CREDIT INVESTORS II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF PARTNERS' EQUITY (DEFICIENCY)
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
General Limited
Partners Partners Total
------------ ------------ ------------
<S> <C> <C> <C>
PARTNERS' EQUITY (DEFICIENCY),
January 1, 1995 $ (212,416) $ 41,863,232 $ 41,650,816
Net loss for 1995 (58,106) (5,752,486) (5,810,592)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIENCY),
December 31, 1995 (270,522) 36,110,746 35,840,224
Net loss for 1996 (68,766) (6,807,836) (6,876,602)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIENCY),
December 31, 1996 (339,288) 29,302,910 28,963,622
Net loss for 1997 (52,612) (5,208,591) (5,261,203)
------------ ------------ ------------
PARTNERS' EQUITY (DEFICIENCY),
December 31, 1997 $ (391,900) $ 24,094,319 $ 23,702,419
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 72
NATIONAL TAX CREDIT INVESTORS II
(A CALIFORNIA LIMITED PARTNERSHIP)
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
1997 1996 1995
----------- ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C> <C>
Net loss $(5,261,203) $(6,876,602) $(5,810,592)
Adjustments to reconcile net loss to net cash
used in operating activities:
Equity in loss of limited partnerships
and amortization of acquisition costs 4,222,167 4,746,790 4,684,182
Write-off of investee partnership -- 1,117,893 --
Decrease in other receivables (30,269) -- 15,095
Increase (decrease) in:
Accounts payable and accrued expenses (607) (100,120) 44,853
Accrued fees due to partners 764,610 614,607 261,067
----------- ----------- -----------
Net cash used in operating activities (305,302) (497,432) (805,395)
----------- ----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in limited partnerships:
Capital contributions 3,937 (220,440) (201,276)
Capitalized acquisition costs and fees -- (2,211) (10,692)
Distributions recognized as a return of capital 380,312 143,677 346,857
Decrease in capital contributions payable -- -- (12,696)
Maturity of short-term investments -- -- 1,000,000
Decrease (increase) in restricted cash (9,878) (6,855) (12,369)
----------- ----------- -----------
Net cash provided by (used in) investing activities 374,371 (85,829) 1,109,824
----------- ----------- -----------
NET INCREASE (DECREASE) IN CASH AND
CASH EQUIVALENTS 69,069 (583,261) 304,429
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR 147,870 731,131 426,702
----------- ----------- -----------
CASH AND CASH EQUIVALENTS, END OF YEAR $ 216,939 $ 147,870 $ 731,131
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 73
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
National Tax Credit Investors II (the Partnership) was formed under the
California Revised Limited Partnership Act and organized on January 12,
1990. The Partnership was formed to invest primarily in other limited
partnerships which own and operate multifamily housing complexes that are
eligible for low income housing tax credits. The general partner of the
Partnership (the "General Partner") is National Partnership Investments
Corp., a California corporation ("NAPICO"). The special limited partner of
the Partnership (the "Special Limited Partner") is PaineWebber TC Partners
L.P., a Virginia Limited Partnership.
The Partnership offered for sale up to 100,000 units of limited
partnership interests ("Units") at $1,000 per unit (including 50,000 units
subject to the selling agent's option). The term of the offering expired
on April 22, 1992, at which date a total of 72,404 units had been sold
amounting to $72,404,000 in capital contributions. Offering expenses of
$9,412,868 were incurred in connection with the sale of such limited
partner interests.
The General Partner has a 1 percent interest in operating profits and
losses of the Partnership. The limited partners will be allocated the
remaining 99 percent interest in proportion to their respective
investments.
The Partnership shall continue in full force and effect until December 31,
2030, unless terminated earlier pursuant to the partnership agreement or
law.
Upon total or partial liquidation of the Partnership or the disposition or
partial disposition of a project or project interest and distribution of
the proceeds, the General Partner will be entitled to a property
disposition fee as mentioned in the partnership agreement. The limited
partners will have a priority item equal to their invested capital plus 6
percent priority return as defined in the partnership agreement. This
property disposition fee may accrue but shall not be paid until the
limited partners have received distributions equal to 100 percent of their
capital contributions plus the 6 percent priority return.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those estimates.
Method of Accounting for Investment in Limited Partnerships
The investments in limited partnerships are accounted for on the equity
method. Acquisition, selection and other costs related to the acquisition
of the projects acquired are capitalized as part of the
5
<PAGE> 74
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
investment accounts and are being amortized on a straight line basis over
the estimated lives of the underlying assets, which is generally 30 years.
Net Loss Per Limited Partnership Interest
Net loss per limited partnership interest was computed by dividing the
limited partners' share of net loss by the number of limited partnership
interests outstanding during the year. The number of limited partner
interests was 72,404 for all years presented.
Cash and Cash Equivalents
The Partnership considers all highly liquid debt instruments purchased
with a maturity of three months or less to be cash equivalents.
Impairment of Long-Lived Assets
The Partnership reviews long-lived assets to determine if there has been
any permanent impairment whenever events or changes in circumstances
indicate that the carrying amount of the asset may not be recoverable. If
the sum of the expected future cash flows is less than the carrying amount
of the assets, the Partnership recognizes an impairment loss.
2. INVESTMENTS IN LIMITED PARTNERSHIPS
The Partnership holds limited partnership interests in 37 local
partnerships (the "Local Partnerships"). As a limited partner of the Local
Partnerships, the Partnership does not have authority over day-to-day
management of the Local Partnerships or their properties (the "Apartment
Complexes"). The general partners responsible for management of the Local
Partnerships (the "Local Operating General Partners") are not affiliated
with the General Partner of the Partnership, except as discussed below.
At December 31, 1997, the Local Partnerships own residential projects
consisting of 3,716 apartment units.
The Partnership, as a limited partner, is generally entitled to 99 percent
of the operating profits and losses of the Local Partnerships. National
Tax Credit, Inc. II ("NTC-II"), an affiliate of the General Partner,
serves either as a special limited partner or non-managing administrative
general partner in each Local Partnership, in which case it receives .01
percent of operating profits and losses of the Local Partnership. In
addition, NTC-II is the Local Operating General Partner of four Local
Partnerships, in which case it is entitled to .09 percent of the operating
profits and losses of the Local Partnership.
6
<PAGE> 75
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
The Partnership is generally entitled to receive 50 percent of the net
cash flow generated by the Apartment Complexes, subject to repayment of
any loans made to the Local Partnerships (including loans made by NTC-II
or an affiliate), repayment for funding of development deficit and
operating deficit guarantees by the Local Operating General Partners or
their affiliates (excluding NTC-II and its affiliates), and certain
priority payments to the Local Operating General Partners other than
NTC-II or its affiliates.
The Partnership's allocable share of losses from Local Partnerships are
recognized in the financial statements until the related investment
account is reduced to a zero balance. Losses incurred after the investment
account is reduced to zero will not be recognized.
Distributions received by the Partnership from the Local Partnerships are
accounted for as a return of capital until the investment balance is
reduced to zero or to a negative amount equal to further capital
contributions required. Subsequent distributions received will be
recognized as income.
The following is a summary of the investments in and advances to Local
Partnerships and reconciliation to the Local Partnerships accounts:
<TABLE>
<CAPTION>
1997 1996
------------ ------------
<S> <C> <C>
Investments balance, beginning of year $ 30,331,138 $ 36,116,847
Capital contributions (3,937) 220,440
Capitalized acquisition costs and fees -- 2,211
Equity in loss of limited partnerships (4,015,696) (4,515,318)
Write off of investee partnership -- (1,117,893)
Amortization of capitalized acquisition costs
and fees (206,471) (231,472)
Distributions recognized as a return of capital (380,312) (143,677)
------------ ------------
Investments balance, end of year $ 25,724,722 $ 30,331,138
============ ============
</TABLE>
The difference between the investment per the accompanying balance sheets
at December 31, 1997 and 1996, and the equity per the Local Partnerships'
combined financial statements is due primarily to costs capitalized to the
investment account and the Partnership's recording of capital
contributions payable to the Local Partnerships in its investment balance.
Michigan Beach
The Michigan Beach property, a 240-unit apartment complex located in
Chicago, Illinois, has been operating at a substantial deficit since 1996.
The deficit has been attributable to a soft local rental market, high
leverage and deferred maintenance. In November 1996, the local partnership
ceased making payments on its first mortgage, and has commenced
negotiations with the lender and the U.S. Department of Housing and Urban
Development, who insures the loan, in order to cure the default. As of
December 31, 1997, the loan is still in default and negotiation of the
loan workout is in progress. As a result of the above and the legal
proceedings discussed in Note 7, the carrying value of the investment of
$1,117,893 was written off in 1996.
7
<PAGE> 76
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
Selected financial information from the combined financial statements of
the Local Partnerships at December 31, 1997 and 1996 and for each of the
three years ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Balance Sheets
1997 1996
-------- --------
(in thousands)
<S> <C> <C>
Land and buildings, net $126,634 $130,819
======== ========
Total assets $138,137 $142,439
======== ========
Mortgages and construction loans payable
secured by real property $ 89,123 $ 91,311
======== ========
Total liabilities $103,678 $102,772
======== ========
Equity of National Tax Credit Investors II $ 24,499 $ 29,340
======== ========
Equity of other partners $ 9,960 $ 10,327
======== ========
</TABLE>
<TABLE>
<CAPTION>
Statements of Operations
1997 1996 1995
-------- -------- --------
(in thousands)
<S> <C> <C> <C>
Total revenues $ 18,303 $ 18,218 $ 17,883
======== ======== ========
Interest expense $ 7,245 $ 7,229 $ 7,508
======== ======== ========
Depreciation and amortization $ 5,551 $ 5,594 $ 5,627
======== ======== ========
Total expenses $ 23,016 $ 22,790 $ 22,597
======== ======== ========
Net loss $ (4,713) $ (4,572) $ (4,714)
======== ======== ========
Net loss allocable to the Partnership $ (4,510) $ (4,402) $ (4,375)
======== ======== ========
</TABLE>
8
<PAGE> 77
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
2. INVESTMENTS IN LIMITED PARTNERSHIPS (CONTINUED)
An affiliate of the General Partner is the Local Operating General Partner
in four of the Local Partnerships included above, and another affiliate
receives property management fees of approximately 5 percent of gross
revenues from three of these four Local Partnerships and from one other
Local Partnership (Note 5) in which the affiliate is not the General
Partner. The following sets forth the significant combined data for the
Local Partnerships in which an affiliate of the General Partner was the
Local Operating General Partner:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- -------
(in thousands)
<S> <C> <C> <C>
Total assets $ 12,498 $ 13,032
======== ========
Total liabilities $ 7,730 $ 7,808
======== ========
Equity of National Tax Credit Investors II $ 3,680 $ 4,107
======== ========
Equity of other partners $ 1,088 $ 1,117
======== ========
Total revenue $ 1,754 $ 1,754 $ 1,735
======== ======== ========
Net loss $ (376) $ (375) $ (365)
======== ======== ========
</TABLE>
3. RESTRICTED CASH
Restricted cash represents funds in escrow to be used, to fund operating
deficits, if any, of one of the Local Partnerships, as defined in the
Local Partnership Agreement.
4. CAPITAL CONTRIBUTIONS PAYABLE
Capital contributions payable represents amounts which are due at various
times based on conditions specified in the respective Local Partnership
agreements. The capital contributions payable are unsecured and
non-interest bearing. These amounts are generally due upon the Local
Partnership achieving certain operating or financing benchmarks.
9
<PAGE> 78
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
5. RELATED-PARTY TRANSACTIONS
Under the terms of the Amended and Restated Agreement of Limited
Partnership, the Partnership is obligated to the General Partner and the
Special Limited Partner for the following fees:
(a) An annual Partnership management fee in an amount equal to 0.5 percent
of invested assets (as defined in the partnership agreement) is
payable to the General Partner and Special Limited Partner.
Partnership management fees in the amount of $764,610 were recorded as
an expense in 1997, 1996 and 1995. As of December 31, 1997 and 1996,
management fees in the amount of $2,066,985 and $1,302,375,
respectively, were due to the General Partner and the Special Limited
Partner.
(b) A property disposition fee is payable to the General Partner in an
amount equal to the lesser of (i) one-half of the competitive real
estate commission that would have been charged by unaffiliated third
parties providing comparable services in the area where the apartment
complex is located, or (ii) 3 percent of the sale price received in
connection with the sale or disposition of the apartment complex or
local partnership interest, but in no event will the property
disposition fee and all amounts payable to unaffiliated real estate
brokers in connection with any such sale exceed in the aggregate, the
lesser of the competitive rate (as described above) or 6 percent of
such sale price. Receipt of the property disposition fee will be
subordinated to the distribution of sale or refinancing proceeds by
the Partnership until the limited partners have received distributions
of sale or refinancing proceeds in an aggregate amount equal to (i)
their 6 percent priority return for any year not theretofore satisfied
(as defined in the partnership agreement) and (ii) an amount equal to
the aggregate adjusted investment (as defined in the partnership
agreement) of the limited partners. No disposition fees have been
paid.
(c) The Partnership reimburses certain expenses to the General Partner.
The reimbursement paid to the General Partner was $42,085, $41,991 and
$38,700 during 1997, 1996 and 1995, respectively, and is included in
general and administrative expenses.
NTC-II is the Local Operating General Partner in four of the Partnership's
37 Local Partnerships. In addition, NTC-II is either a special limited
partner or non-managing administrative general partner in each Local
Partnership.
An affiliate of the General Partner is responsible for the on-site
property management for four Local Partnerships (Note 2). The Local
Partnerships paid the affiliate property management fees of $122,740,
$131,023 and $117,827 in 1997, 1996 and 1995, respectively.
10
<PAGE> 79
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
6. INCOME TAXES
No provision has been made for income taxes in the accompanying financial
statements since such taxes, if any, are the liability of the individual
partners. The major differences in tax and financial statement losses
result from the use of different bases and depreciation methods for the
properties held by the Local Partnerships.
7. CONTINGENCIES
The General Partner of the Partnership is a plaintiff in various lawsuits
and has also been named a defendant in other lawsuits arising from
transactions in the ordinary course of business. In addition, the
Partnership was involved in the following lawsuit. In the opinion of
management and the General Partner, the claims will not result in any
material liability to the Partnership.
Michigan Beach/City of Chicago Litigation: On June 19, 1991, the City of
Chicago ("Chicago") commenced an action in the Circuit Court of Cook
County, Illinois (the "Chicago Litigation") against the unaffiliated local
operating general partner, certain of its affiliates, the Michigan Beach
Limited Partnership, National Tax Credit Investors II ("NTCI-II"),
National Tax Credit Inc. II ("NTC-II"), as the limited and administrative
general partner, respectively, of the Michigan Beach Limited Partnership,
and certain other defendants, including the Government National Mortgage
Association ("GNMA"). On May 8, 1992, the Circuit Court of Cook County
entered an order dismissing Counts I-V as against all defendants. On
January 26, 1993, the Illinois Appellate Court affirmed the order
dismissing all the claims asserted against NTCI-II and NTC-II. Chicago did
not appeal that judgment.
In August, 1994, Chicago brought Michigan Beach Limited Partnership, which
is the local partnership, back into the Chicago Litigation by filing a
second amended complaint which named the local partnership and others as
defendants. (Counts I-IV were not directed to the local partnership. As
was previously reported, the allegations directed against the local
partnership are in Counts V, VI, VII and VIII). Chicago alleged, among
other things, that Michigan Beach Cooperative, which was the previous
owner of the Michigan Beach Apartments, fraudulently induced Chicago to
loan to it $3,295,230, and breached its alleged agreement to use the loan
proceeds solely for rehabilitating the building. In Counts V and VI,
Chicago alleged that the local partnership's purchase of the Michigan
Beach Apartments from the Michigan Beach Cooperative was a fraudulent
conveyance intended to render the Michigan Beach Cooperative judgment
proof and thereby deprive Chicago of its only source of recovery on its
claims against the Michigan Beach Cooperative; thus, Chicago alleged in
these counts that a judgment entered in favor of Chicago on its claim
against the Michigan Beach Cooperative could be satisfied by Michigan
Beach Apartments. Counts VII and VIII further alleged breaches of
Chicago's junior note and mortgage.
The local partnership moved to dismiss all of these allegations. Dismissal
of Counts VI, VII and VIII, was granted and the Michigan Beach local
partnership filed an answer to Count V which denies all of the material
allegations of wrongdoing. Additionally, the local partnership filed a
counterclaim against Chicago requesting $1,000,000 in compensatory damages
arising out of Chicago's conduct in preventing a modification of the
senior debt on the property. On January 26, 1996, the Circuit Court
11
<PAGE> 80
NATIONAL TAX CREDIT INVESTORS II
(a California limited partnership)
NOTES TO FINANCIAL STATEMENTS (CONTINUED)
DECEMBER 31, 1997
7. CONTINGENCIES (CONTINUED)
of Cook County entered an order granting summary judgment in favor of
certain defendants and against Chicago, thereby disposing of all counts of
Chicago's Third Amended Complaint against all defendants. The court also
found in favor of the local partnership on its motion for summary judgment
on Count II of its counterclaim against the City. The City has appealed
these rulings and that appeal is currently pending.
The Michigan Beach Limited Partnership is vigorously prosecuting its
counterclaim against the City. The parties have completed discovery and
Chicago has filed a motion for summary judgment with respect to those
claims. At the present time, legal counsel for the local partnership is
unable to predict the outcome of this litigation. The Partnership's
investment in Michigan Beach Limited Partnership at December 31, 1997 and
1996 is zero.
The Partnership has assessed the potential impact of the Year 2000
computer systems issue on its operations. The Partnership believes that no
significant actions are required to be taken by the Partnership to address
the issue and that the impact of the Year 2000 computer systems issue will
not materially affect the Partnership's future operating results or
financial condition.
8. FAIR VALUE OF FINANCIAL INSTRUMENTS
Statement of Financial Accounting Standards No. 107, "Disclosure about
Fair Value of Financial Instruments," requires disclosure of fair value
information about financial instruments, when it is practicable to
estimate that value. The operations generated by the investee limited
partnerships, which accounts for the Partnership's primary source of
revenues, are subject to various government rules, regulations and
restrictions which make it impracticable to estimate the fair value of the
accrued fees due to partners. The carrying amount of other assets and
liabilities reported on the balance sheets that require such disclosure
approximates fair value due to their short-term maturity.
9. FOURTH-QUARTER ADJUSTMENT
The Partnership's policy is to record its equity in the loss of limited
partnerships on a quarterly basis using estimated financial information
furnished by the various local operating general partners. The equity in
loss reflected in the accompanying annual consolidated financial
statements is based primarily upon audited financial statements of the
investee limited partnerships. The increase, approximately $1,375,167
between the estimated nine-month equity in loss and the actual 1997 year
end equity in loss has been recorded in the fourth quarter.
12
<PAGE> 81
NATIONAL TAX CREDIT INVESTORS II SCHEDULE
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1997
-------------------------------------------------------------------------------------------------------
AMORTIZATION
BALANCE CAPITALIZED EQUITY OF BALANCE CAPITAL
LIMITED JANUARY 1, CAPITAL ACQUISITION CASH INCOME CAPITALIZED DECEMBER 31, CONTRIBUTIONS
PARTNERSHIPS 1997 CONTRIBUTIONS COSTS/FEES DISTRIBUTIONS (LOSS) ACQ. COSTS 1997 PAYABLE
- ------------ ----------- ------------- ----------- ------------- --------- ----------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ashville Equity $ 547,394 $(10,000) $ $ $(117,650) (5,891) 413,853 $
Columbus Junction 66,224 (11,816) (1,931) 52,477
Cottonwood Park 1,191,143 (84,205) 19,472 (8,012) 1,118,398
The Cottages I 0 0 0 0
Countryside 2,349,779 (182,846) (11,362) 2,155,571
Eastridge Apartments 570,282 (37,710) (2,987) 529,585
Edgewood Apartments 1,347,769 (76,872) (5,834) 1,265,063
Fourth Street 1,782,341 (12,300) (110,442) (7,053) 1,652,546
Germantown Apartments 1,461,515 (22,572) (85,504) (6,811) 1,346,628
Great Basin Associates 423,694 (419,731) (3,963) 0
Grimes Park Apartments 71,852 (11,133) (2,116) 58,603
Jamestown 468,284 (3,600) (75,579) (3,322) 385,783
Jefferson Meadows
Apartments 720,729 (223,525) (7,574) 489,630
Kentucky River Apartments 966,593 (49,585) (4,719) 912,289
Lincoln Grove 1,034,225 (22,100) (102,285) (4,527) 905,313
Meadowlakes Apartments 1,285,960 (17,594) (83,063) (5,828) 1,179,475
Michigan Beach Apartments 0 0 0 0
Nickel River (Wedgewood)
Apts. 956,867 (67,271) (7,170) 882,426
Norwalk Park Apartments 73,569 (10,012) (1,416) 62,141
Oakview 706,725 49,865 (2,926) 753,664
Pam Apartments 206,272 (16,950) (73,853) (2,836) 112,633
Palm Springs View 532,137 (161,993) (9,989) 360,155 1,081
Paramount Apartments 485,798 6,063 (71,090) (8,467) 412,304
Parkwood Landing 1,386,749 (399,155) (13,783) 973,811 355,904
Pensacola Affordable 479,630 (40,628) (3,401) 435,601
Pineview Terrace 537,860 (92,039) (6,197) 439,624
Quivera 980,475 (44,327) (352,033) (11,045) 573,070
Rancho Del Mar 4,066,647 (113,573) (272,560) (16,084) 3,664,430
Salem Park Apartments 718,993 (12,500) (77,105) (6,787) 622,601
Sheboygan Apartments 683,245 (97,529) (3,549) 582,167
Sitka III Apartments 71,698 (1,945) (48,310) (1,905) 19,538
Soldotna (Northwood Senior)
Apts. 235,509 (1,698) (23,033) (1,900) 208,878
Torres De Plata II 162,046 (6,328) (83,606) (2,580) 69,532
Villa Real 2,676,653 (20,620) (177,815) (11,617) 2,466,601
Virginia Park Meadows 736,278 (227,539) (7,268) 501,471
Wade Walton Apartments 308,920 (187,323) (3,373) 118,224
Westbridge Apartments 37,283 (34,398) (2,248) 637
Western (Ellis) Court 0 0
----------- -------- ----------- --------- ---------- -------- ---------- --------
$30,331,138 (3,937) 0 (380,312) (4,015,696) (206,471) 25,724,722 356,985
=========== ======== =========== ========= ========== ======== ========== ========
</TABLE>
<PAGE> 82
SCHEDULE
(CONTINUED)
NATIONAL TAX CREDIT INVESTORS II
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1996
--------------------------------------------------------------------------------------------------------------
BALANCE CAPITALIZED EQUITY AMORTIZATION BALANCE CAPITAL
LIMITED JANUARY 1, CAPITAL ACQUISITION CASH INCOME OF CAPITALIZED DECEMBER 31, CONTRIBUTIONS
PARTNERSHIPS 1996 CONTRIBUTIONS COSTS/FEES DISTRIBUTIONS (LOSS) ACQ. COSTS 1996 PAYABLE
- ------------ ----------- ------------- ----------- ------------- ----------- -------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ashville Equity $ 642,399 $ 36,000 $ $ $ (125,114) $ (5,891) $ 547,394 $
Columbus Junction 90,439 (22,284) (1,931) 66,224
Cottonwood Park 1,198,665 490 (8,012) 1,191,143
The Cottages I 56,926 (53,537) (3,389) 0
Countryside 2,543,515 (182,374) (11,362) 2,349,779
Eastridge Apartments 625,090 (51,821) (2,987) 570,282
Edgewood Apartments 1,447,572 (93,969) (5,834) 1,347,769
Fourth Street 1,929,180 (16,400) (123,386) (7,053) 1,782,341
Germantown
Apartments 1,602,141 (20,691) (113,124) (6,811) 1,461,515
Great Basin
Associates 404,856 22,801 (3,963) 423,694
Grimes Park
Apartments 81,823 (7,855) (2,116) 71,852
Jamestown 537,293 (3,600) (62,087) (3,322) 468,284
Jefferson Meadows
Apartments 975,565 (247,262) (7,574) 720,729
Kentucky River
Apartments 1,001,233 (29,921) (4,719) 966,593
Lincoln Grove 1,142,686 (18,705) (85,229) (4,527) 1,034,225
Meadowlakes
Apartments 1,385,676 (16,128) (77,760) (5,828) 1,285,960
Michigan Beach
Apartments 1,916,791 174,440 2,211 (2,071,830) (21,612) 0
Nickel River
(Wedgewood) Apts. 1,028,528 (64,491) (7,170) 956,867
Norwalk Park
Apartments 81,404 (6,419) (1,416) 73,569
Oakview 676,876 32,775 (2,926) 706,725
Pam Apartments 302,442 (18,000) (75,334) (2,836) 206,272
Palm Springs View 680,224 (138,098) (9,989) 532,137 1,081
Paramount Apartments 628,464 10,000 (144,199) (8,467) 485,798
Parkwood Landing 1,802,848 (402,316) (13,783) 1,386,749 355,904
Pensacola Affordable 512,786 (29,755) (3,401) 479,630
Pineview Terrace 735,002 (190,945) (6,197) 537,860
Quivera 1,244,761 (25,663) (227,578) (11,045) 980,475
Rancho Del Mar 4,327,385 (244,654) (16,084) 4,066,647
Salem Park Apartments 841,761 (15,000) (100,981) (6,787) 718,993
Sheboygan Apartments 723,743 (36,949) (3,549) 683,245
Sitka III Apartments 119,865 (1,464) (44,798) (1,905) 71,698
Soldotna (Northwood
Senior) Apts. 258,158 (1,698) (19,051) (1,900) 235,509
Torres De Plata II 294,162 (6,328) (123,208) (2,580) 162,046
Villa Real 2,826,307 (138,037) (11,617) 2,676,653
Virginia Park Meadows 974,362 (230,816) (7,268) 736,278
Wade Walton
Apartments 381,762 (69,469) (3,373) 308,920
Westbridge
Apartments 94,157 (54,626) (2,248) 37,283
Western (Ellis)
Court 0 0
----------- -------- ------ --------- ----------- --------- ----------- --------
$36,116,847 $220,440 $2,211 $(143,677) $(5,633,211) $(231,472) $30,331,138 $356,985
=========== ======== ====== ========= =========== ========= =========== ========
</TABLE>
<PAGE> 83
NATIONAL TAX CREDIT INVESTORS II SCHEDULE
INVESTMENTS IN LIMITED PARTNERSHIPS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31, 1995
-----------------------------------------------------------------------------------------------------------
CAPITAL
BALANCE CAPITAL CAPITALIZED CASH EQUITY AMORTIZATIONS BALANCE CONTRI-
LIMITED JANUARY 01, CONTRI- ACQUISITION DISTRI- INCOME OF CAPITALIZED DECEMBER 31, BUTIONS
PARTNERSHIPS 1995 BUTIONS COSTS/FEES BUTIONS (LOSS) ACQ.COSTS 1995 PAYABLE
- ------------ ------------- ------- ------------- --------- --------- -------------- ------------ ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Ashville Equity $ 730,598 $ 14,000 $ $ $ (96,308) $ (5,891) $ 642,399 $ 0
Columbus Junction 107,181 (14,811) (1,931) 90,439 0
Cottonwood Park 1,244,432 (38,420) 665 (8,012) 1,198,665 0
The Cottages I 185,001 (124,686) (3,389) 56,926 0
Countryside 2,817,879 (89,300) (173,702) (11,362) 2,543,515 0
Eastridge Apartments 694,416 (66,339) (2,987) 625,090 0
Edgewood Apartments 1,545,445 (2,000) (90,039) (5,834) 1,447,572 0
Fourth Street 1,995,615 (16,400) (42,982) (7,053) 1,929,180 0
Germantown Apartments 1,749,147 (11,286) (128,909) (6,811) 1,602,141 0
Great Basin
Associates 501,869 (93,050) (3,963) 404,856 0
Grimes Park Apartments 91,597 (7,658) (2,116) 81,823 0
Jamestown 597,717 (3,600) (53,502) (3,322) 537,293 0
Jefferson Meadows
Apartments 1,241,765 (258,626) (7,574) 975,565 0
Kentucky River
Apartments 1,066,016 (60,064) (4,719) 1,001,233 0
Lincoln Grove 963,723 (20,405) 203,895 (4,527) 1,142,686 0
Meadowlakes
Apartments 1,473,438 (81,934) (5,828) 1,385,676 0
Michigan Beach
Apartments 2,399,784 187,487 10,692 (659,775) (21,397) 1,916,791 0
Nickel River
(Wedgewood)
Apartments 1,078,815 (43,117) (7,170) 1,028,528 0
Norwalk Park
Apartments 88,994 (6,174) (1,416) 81,404 0
Oakview 595,515 84,287 (2,926) 676,876 0
Pam Apartments 395,107 (6,300) (83,529) (2,836) 302,442 0
Palm Springs View 880,636 (190,423) (9,989) 680,224 1,081
Paramount Apartments 796,465 (159,534) (8,467) 628,464 0
Parkwood Landing 2,272,439 (455,808) (13,783) 1,802,848 355,904
Pensacola Affordable 563,644 (47,457) (3,401) 512,786 0
Pineview Terrace 901,394 (160,195) (6,197) 735,002 0
Quivera 1,704,362 (42,002) (406,554) (11,045) 1,244,761 0
Rancho Del Mar 4,683,230 (211) (57,895) (281,655) (16,084) 4,327,385 0
Salem Park Apartments 905,794 (10,000) (47,246) (6,787) 841,761 0
Sheboygan Apartments 801,836 (74,544) (3,549) 723,743 0
Sitka III Apartments 156,400 (1,223) (33,407) (1,905) 119,865 0
Soldotna (Northwood
Senior) Apartments 286,601 (1,698) (24,845) (1,900) 258,158 0
Torres De Plata II 417,154 (6,328) (114,084) (2,580) 294,162 0
Villa Real 2,992,410 (40,000) (114,486) (11,617) 2,826,307 0
Virginia Park Meadows 1,275,211 (293,581) (7,268) 974,362 0
Wade Walton Apartments 461,848 (76,713) (3,373) 381,762 0
Westbridge Apartments 194,487 (98,083) (2,247) 94,157 0
Western (Ellis) Court 77,953 (77,953) 0
Abandoned Properties
acquisition cost
----------- ---------- ----------- --------- ----------- ----------- ----------- --------
$40,935,918 $ 201,276 $ 10,692 $(346,857) $(4,374,973) $ (309,209) $36,116,847 $356,985
=========== ========== =========== ========= =========== =========== =========== ========
</TABLE>
<PAGE> 84
SCHEDULE
(Continued)
NATIONAL TAX CREDIT INVESTORS II
INVESTMENTS IN, EQUITY IN EARNINGS OF, AND DISTRIBUTIONS
RECEIVED FROM LIMITED PARTNERSHIPS FOR THE
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
NOTES: 1. Equity in income (loss) represents the Partnership's allocable
share of the net income (loss) from the Local Partnerships for
the year. Equity in loss of the Local Partnerships will be
recognized until the investment balance is reduced to zero or
a negative balance equal to further commitments by the
Partnership.
2. Cash distributions from the Local Partnerships are treated as
a return of the investment and reduce the investment balance
until such time as the investment is reduced to zero or a
negative balance equal to further commitments by the
Partnership. Distributions subsequently received will be
recognized as income.
<PAGE> 85
NATIONAL TAX CREDIT INVESTORS II
REAL ESTATE AND ACCUMULATED DEPRECIATION
OF PROPERTY HELD BY LOCAL LIMITED PARTNERSHIPS SCHEDULE III
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Buildings, Furnishings
& Equipment
Number Outstanding Amount Carried
of Mortgage at Close of Accumulated
Partnership/Location Units Loan Land Period Total Depreciation
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Ashville Equity (Westview) 41 $977,202 $100,000 $1,774,617 $1,874,617 ($541,905)
Ashville, OH
Columbus Junction Park 24 655,023 40,000 779,438 819,438 (166,709)
Columbus Junction, IA
Cottages of North St. Paul 94 4,140,000 616,092 5,129,938 5,746,030 (1,020,730)
North St. Paul, MN
Cottonwood Park 90 1,454,349 194,154 2,637,861 2,832,015 (552,609)
Colorado Springs, CO
Countryside Place 180 4,660,562 450,000 8,101,618 8,551,618 (1,873,415)
Howell Township, NJ
Eastridge Apartments 48 978,967 35,210 1,897,802 1,933,012 (255,017)
St Clair, MO
Edgewood Apartments 108 1,814,824 157,500 3,894,252 4,051,752 (1,040,563)
Rogers, AR
Fourth Street 44 1,051,403 241,979 4,205,938 4,447,917 (899,178)
Los Angeles, Ca
Germantown Apartments 132 2,602,839 210,000 4,585,517 4,795,517 (1,294,576)
Conway, AR
Great Basin Associates 28 644,976 143,000 1,408,600 1,551,600 (338,125)
Reno, NV
Grimes Park Apartments 16 462,648 50,000 517,413 567,413 (116,783)
Grimes, IA
Jamestown Terrace 56 2,886,236 298,000 3,444,289 3,742,289 (562,324)
Jamestown, CA
Jefferson Meadows 83 3,043,143 85,500 4,880,995 4,966,495 (1,408,482)
Detroit, MI
Kentucky River 42 1,021,711 149,000 2,002,100 2,151,100 (384,144)
Winchester, KY
Lincoln Grove 116 726,125 117,853 3,881,068 3,998,921 (700,777)
Greensboro, NC
Meadowlakes 108 1,574,154 136,352 3,886,681 4,023,033 (1,040,662)
Searcy, AR
Michigan Beach 240 8,402,559 2,173,970 14,358,480 16,532,450 (2,726,637)
Chicago, IL
Nickel River (Wedgewood) 105 1,987,866 140,157 3,043,524 3,183,681 (616,486)
LaCrosse, WI
Norwalk Park Apartments 16 432,304 50,600 474,265 524,865 (108,897)
Norwalk, IA
Oakview Apartments 106 2,650,000 80,800 3,594,096 3,674,896 (798,482)
Spartanburg, SC
Palm Springs View 120 5,287,289 901,137 6,744,287 7,645,424 (1,505,786)
Palm Springs, CA
Pam Apartments 96 1,796,839 50,000 2,604,686 2,654,686 (1,101,994)
Pampa, TX
Paramount Apartments 99 1,802,160 95,200 2,852,701 2,947,901 (744,281)
Maple Heights, OH
Parkwood Landing 204 4,568,114 720,238 9,226,496 9,946,734 (2,318,617)
Huntsville, AL
Pensacola Affordable 56 1,403,931 251,630 1,845,425 2,097,055 (468,552)
Pensacola, FL
Pineview Terrace 120 1,657,934 82,264 2,788,915 2,871,179 (647,758)
Katy, TX
Quivera 289 4,057,605 100,000 12,172,522 12,272,522 (3,499,769)
Lenexa, Tx
Rancho del Mar 312 3,599,899 74,858 8,677,742 8,752,600 (2,011,867)
Tucson, AZ
Salem Park Apartments 144 2,822,528 210,000 4,271,878 4,481,878 (1,409,924)
Conway, AR
Sheboygan 59 1,379,910 47,200 2,561,520 2,608,720 (717,848)
Sheboygan, WI
Sitka III 16 1,172,047 42,588 1,434,207 1,476,795 (389,837)
Sitka, AK
Soldotna (Northwood Senior) 23 1,485,905 59,943 1,874,460 1,934,403 (320,149)
Soldotna, AK
Torres de Plata II 78 3,092,088 158,175 3,816,334 3,974,509 (967,915)
Toa Alta, PR
Villa Real 120 3,056,506 897,283 6,375,999 7,273,282 (1,249,465)
Santa Fe, NM
Virginia Park Meadows 83 2,988,033 78,500 4,850,023 4,928,523 (1,376,054)
Detroit, MI
Wade Walton Apartments 108 4,000,000 102,020 3,912,853 4,014,873 (776,181)
Clarksdale, MI
Westbridge Apartments 112 2,785,000 201,468 3,064,426 3,265,894 (528,745)
W. Columbia, SC
-----------------------------------------------------------------------------------------
3,716 $89,122,679 $9,542,671 $153,572,966 $163,115,637 ($36,481,243)
=========================================================================================
</TABLE>
<PAGE> 86
SCHEDULE III
(Continued)
NATIONAL TAX CREDIT INVESTORS II
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL PARTNERSHIPS
IN WHICH NTCI-II HAS INVESTMENTS
DECEMBER 31, 1997
NOTES: 1. Each local partnership is developing or has developed, owns
and operates the Apartment Complex. Substantially all project
costs, including construction period interest expense, were
capitalized by the local partnerships.
2. Depreciation is provided for by various methods over the
estimated useful lives of the Apartment Complexes. The
estimated composite useful lives of the buildings are
generally from 25 to 40 years.
3. Investments in property and equipment:
<TABLE>
<CAPTION>
Buildings,
Furnishings,
Land Equipment Total
------------ ------------ ------------
<S> <C> <C> <C>
Balance at January 1, 1995 $ 9,540,173 $151,647,966 $161,188,139
Net additions during the year
ended December 31, 1995 1,803 458,760 460,563
------------ ------------ ------------
Balance at December 31, 1995 9,541,976 152,106,726 161,648,702
Net additions during the year
ended December 31, 1996 -- 89,786 89,786
------------ ------------ ------------
Balance at December 31, 1996 9,541,976 152,196,512 161,738,488
Net additions during the year
ended December 31, 1997 695 1,376,454 1,377,149
------------ ------------ ------------
Balance at December 31, 1997 $ 9,542,671 $153,572,966 $163,115,637
============ ============ ============
</TABLE>
<PAGE> 87
SCHEDULE III
(Continued)
NATIONAL TAX CREDIT INVESTORS II
REAL ESTATE AND ACCUMULATED DEPRECIATION OF PROPERTY
HELD BY LOCAL PARTNERSHIPS
IN WHICH NTCI-II HAS INVESTMENTS
DECEMBER 31, 1997
<TABLE>
<CAPTION>
Buildings,
Furnishings,
And
Equipment
-----------
<S> <C>
ACCUMULATED DEPRECIATION:
Balance at January 1, 1995 $19,555,868
Net additions during
the year ended
December 31, 1995 5,879,559
-----------
Balance at December 31, 1995 25,435,427
Net additions during
the year ended
December 31, 1996 5,483,906
-----------
Balance at December 31, 1996 30,919,333
Net additions during
the year ended
December 31, 1997 5,561,910
-----------
Balance at December 31, 1997 $36,481,243
===========
</TABLE>
<PAGE> 88
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT:
NATIONAL TAX CREDIT INVESTORS II (the "Partnership") has no directors or
executive officers of its own.
National Partnership Investments Corp. ("NAPICO" or the "General Partner") is a
wholly-owned subsidiary of Casden Investment Corporation, an affiliate of The
Casden Company. The following biographical information is presented for the
directors and executive officers of NAPICO with principal responsibility for the
Partnership's affairs.
CHARLES H. BOXENBAUM, 68, Chairman of the Board of Directors and Chief Executive
Officer of NAPICO.
Mr. Boxenbaum has been associated with NAPICO since its inception. He has been
active in the real estate industry since 1960, and prior to joining NAPICO was a
real estate broker with the Beverly Hills firm of Carl Rhodes Company.
Mr. Boxenbaum has been a guest lecturer at national and state realty
conventions, certified properties exchanger's seminars, Los Angeles Town Hall,
National Association of Home Builders, International Council of Shopping
Centers, Society of Conventional Appraisers, California Real Estate Association,
National Institute of Real Estate Brokers, Appraisal Institute, various mortgage
banking seminars, and the North American Property Forum held in London, England.
In 1963, he was the winner of the Snyder Award, the highest annual award offered
by the National Association of Real Estate Boards for Best Exchange. He is one
of the founders and a past director of the First Los Angeles Bank, organized in
November 1974. Mr. Boxenbaum was a member of the Board of Directors of the
National Housing Council. Mr. Boxenbaum received his Bachelor of Arts degree
from the University of Chicago.
BRUCE E. NELSON, 46, President and a director of NAPICO.
Mr. Nelson joined NAPICO in 1980 and became President in February 1989. He is
responsible for the operations of all NAPICO sponsored limited partnerships.
Prior to that he was primarily responsible for the securities aspects of the
publicly offered real estate investment programs. Mr. Nelson is also involved in
the identification, analysis, and negotiation of real estate investments.
From February 1979 to October 1980, Mr. Nelson held the position of Associate
General Counsel at Western Consulting Group, Inc., private residential and
commercial real estate syndicators. Prior to that time, Mr. Nelson was engaged
in the private practice of law in Los Angeles.
Mr. Nelson received his Bachelor of Arts degree from the University of Wisconsin
and is a graduate of the University of Colorado School of Law. He is a member of
the State Bar of California and is a licensed real estate broker in California
and Texas.
ALAN I. CASDEN, 52, Chairman of The Casden Company, an affiliate of Casden
Properties (formerly CoastFed Properties), a director and member of the audit
committee of NAPICO, and chairman of the Executive Committee of NAPICO.
Mr. Casden is Chairman of the Board, Chief Executive Officer and sole
shareholder of The Casden Company and Casden Investment Corp. Prior to that, he
was the president and chairman of Mayer Group, Inc., which he joined in 1975. He
is also chairman of Mayer Management, Inc., a real estate management firm. Mr.
Casden has been involved in approximately $3 billion of real estate financings
and sales and has been responsible for the development and construction of more
than 12,000 apartment units and 5,000 single-family homes and condominiums.
<PAGE> 89
Mr. Casden is a member of the American Institute of Certified Public Accountants
and of the California Society of Certified Public Accountants. Mr. Casden is a
member of the advisory board of the National Multi-Family Housing Conference,
the Multi-Family Housing Council, and the President's Council of the California
Building Industry Association. He also serves on the advisory board to the
School of Accounting of the University of Southern California. He holds a
Bachelor of Science degree and a Masters in Business Administration degree from
the University of Southern California.
HENRY C. CASDEN, 54, President, Chief Operating Officer and Secretary of The
Casden Company and a director and secretary of NAPICO.
Mr. Casden has been President and Chief Operating Officer of The Casden Company,
as well as a director of NAPICO since February 1988. He became secretary of both
companies in late 1994. From 1982 to 1988, Mr. Casden was of counsel and a
partner in the Los Angeles law firm of Troy, Casden & Gould. From 1978 to 1981,
he was of counsel and a partner in the Los Angeles law firm of Loeb & Loeb. From
1972 to 1978, Mr. Casden was a member of the Beverly Hills law firm of Fink &
Casden, Professional Corporation.
Mr. Casden received his Bachelor of Arts degree from the University of
California at Los Angeles, and is a graduate of the University of San Diego Law
School. Mr. Casden is a member of the State Bar of California and has numerous
professional affiliations.
BOB SCHAFER, 56, Senior Vice President and Corporate Controller.
Mr. Schafer joined NAPICO in 1984 and is the Corporate Controller responsible
for the financial reporting function of the company. Prior to this, he was a
Group and Division Controller at Bergen Brunswig for over eight years,
Controller at a Flintkote subsidiary for over four years, and Assistant
Controller at an electronics subsidiary of General Electric for two years. Mr.
Schafer is a member of the California Society of Certified Public Accountants.
He holds a Bachelor of Science degree in accounting from Woodbury University,
Los Angeles.
PATRICIA W. TOY, 68, Senior Vice President - Communications and Assistant
Secretary
Mrs. Toy joined NAPICO in 1977, following her receipt of an MBA from the
Graduate School of Management, UCLA. From 1952 to 1956, Mrs. Toy served as a
U.S. Naval Officer in communications and personnel assignments. She holds a
Bachelor of Arts Degree from the University of Nebraska.
MARK L. WALTHER, 37, Executive Vice President, General Counsel and Assistant
Secretary.
Mr. Walther joined NAPICO in 1987 and is responsible for the legal affairs of
the NAPICO sponsored limited partnerships. Prior to joining NAPICO, Mr. Walther
worked in the San Francisco law firm of Browne and Kahn which specialized in
construction litigation. Mr. Walther received his Bachelor of Arts Degree in
Political Science from the University of California, Santa Barbara and is a
graduate of the University of California, Davis, School of Law. He is a member
of the State Bar of Hawaii.
NAPICO and several of its officers, directors and affiliates, including Charles
H. Boxenbaum, Bruce E. Nelson and Alan I. Casden, consented to the entry, on
June 25, 1997, of an administrative cease and desist order by the U.S.
Securities and Exchange Commission (the "Commission"), without admitting or
denying any of the findings made by the Commission. The Commission found that
NAPICO and others had violated certain federal securities laws in connection
with transactions unrelated to the Partnership. The Commission's order did not
impose any cost, burden or penalty on any partnership managed by NAPICO and does
not impact NAPICO's ability to serve as the Partnership's Managing General
Partner.
<PAGE> 90
ITEM 11. MANAGEMENT RENUMERATION AND TRANSACTIONS:
National Tax Credit Investors II has no officers, employees, or directors.
However, under the terms of the Restated Certificate and Agreement of Limited
Partnership, the Partnership is obligated to the General Partner and Special
Limited Partner for the following fees:
(a) An Acquisition Fee in the amount equal to 6.0 percent of the gross
proceeds allocable to each of the Local Partnerships or Apartment
complexes is payable to the General Partner and Special Limited Partner.
Through December 31, 1997, acquisition fees of approximately $4,316,895
have been incurred and are included in the amount presented for
Investments in Limited Partnerships.
(b) An annual Partnership management fee in an annual amount equal to 0.5
percent of invested assets (as defined) is payable to the General Partner
and Special Limited Partner. For the years ended December 31, 1997, 1996
and 1995 $764,610, $764,607 and $764,607, respectively, has been incurred.
(c) A Property Disposition Fee is payable to the General Partner in an amount
equal to the lesser of (i) one-half of the competitive real estate
commission that would have been charged by unaffiliated third parties
providing comparable services in the area where the Apartment Complex is
located, or (ii) 3 percent of the sale price received in connection with
the sale or disposition of the Apartment Complex or Local Partnership
Interest, but in no event will the Property Disposition Fee and all
amounts payable to unaffiliated real estate brokers in connection with any
such sale exceed in the aggregate the lesser of the competitive rate (as
described above) or 6 percent of such sale price. Receipt of the Property
Disposition Fee will be subordinated to the distribution of Sale or
Refinancing Proceeds by the Partnership until the Limited Partners have
received distributions of Sale or Refinancing Proceeds in an aggregate
amount equal to (i) their 6 percent Priority Return for any year not
theretofore satisfied and (ii) an amount equal to the aggregate adjusted
investment (as defined) of the limited partners. No disposition fees have
been paid.
(d) The Partnership reimburses certain expenses to the General Partner. For
the years ended December 31, 1997, 1996 and 1995, $42,085, $41,991,
$38,700, respectively, has been paid.
(e) An affiliate of the General Partner is responsible for the on-site
property management for four Local Partnerships. The Local Partnerships
paid the affiliate property management fees of $122,740, $131,023 and
$117,827 in 1997, 1996 and 1995, respectively.
<PAGE> 91
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT:
(a) Security Ownership of Certain Beneficial Owners
The General Partner owns all of the outstanding general partnership
interests of NTCI-II; no person is known to own beneficially in excess of
5 percent of the outstanding limited partnership interests.
(b) None of the officers or directors of the General Partner own directly or
beneficially any limited partnership interests in NTCI-II.
(c) Changes in Control
None.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:
The Partnership has no officers, directors, or employees of its own. All of its
affairs are managed by the General Partner, National Partnership Investments
Corp. The transactions with the General Partner are primarily in the form of
fees paid by the Partnership to the General Partner for services rendered to the
Partnership, as discussed in Item 11 and in the notes to the accompanying
financial statements.
<PAGE> 92
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K:
FINANCIAL STATEMENTS
Report of Independent Public Accountants.
Balance Sheets as of December 31, 1997 and 1996.
Statements of Operations for the years ended December 31, 1997, 1996 and 1995.
Statements of Partners' Equity (Deficiency) for the years ended December 31,
1997, 1996 and 1995.
Statements of Cash Flows for the years ended December 31, 1997, 1996 and 1995.
Notes to Financial Statements.
FINANCIAL STATEMENT SCHEDULES
APPLICABLE TO THE LIMITED PARTNERSHIPS IN WHICH NTCI-II HAS INVESTMENTS:
Schedule - Investments in Limited Partnerships, December 31, 1997, 1996 and
1995.
Schedule III - Real Estate and Accumulated Depreciation, December 31, 1997.
The remaining schedules are omitted because the required information is included
in the financial statements and notes thereto, or they are not applicable or not
required.
EXHIBITS
(3) Articles of incorporation and bylaws: The registrant is not incorporated.
The Partnership Agreement was filed with Form S-11 Registration #33-27658
incorporated herein by reference.
(10) Material contracts: The registrant is not party to any material contracts,
other than the Restated Certificate and Agreement of Limited Partnership
dated January 12, 1990, previously filed and which is hereby incorporated
by reference.
REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the year ended December 31, 1997.
<PAGE> 93
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 in the City of Los Angeles,
State of California.
NATIONAL TAX CREDIT INVESTORS II
By: NATIONAL PARTNERSHIP INVESTMENTS CORP.
The General Partner
/S/ CHARLES H. BOXENBAUM
- -----------------------------------------
Charles H. Boxenbaum
Chairman of the Board of Directors
and Chief Executive Officer
/S/ BRUCE E. NELSON
- -----------------------------------------
Bruce E. Nelson
Director and President
/S/ ALAN I. CASDEN
- -----------------------------------------
Alan I. Casden
Director
/S/ HENRY C. CASDEN
- -----------------------------------------
Henry C. Casden
Director
/S/ BOB E. SCHAFER
- -----------------------------------------
Bob E. Schafer
Senior Vice President of Finance
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
PARTNERSHIP'S STATEMENTS OF EARNINGS AND BALANCE SHEETS AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> JAN-01-1997
<PERIOD-END> DEC-31-1997
<CASH> 438,946
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 438,946
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 26,193,937
<CURRENT-LIABILITIES> 67,548
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 23,702,419
<TOTAL-LIABILITY-AND-EQUITY> 26,193,937
<SALES> 0
<TOTAL-REVENUES> 21,559
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 5,282,762
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (5,261,203)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,261,203)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,261,203)
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
