June 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Boston Financial Tax Credit Fund Plus, A Limited Partnership
Annual Report on Form 10-K for the Year Ended March 31, 1997
Commission File Number 0-22104
Gentlemen:
Pursuant to the requirements of Section 15(d) of the Securities Exchange Act of
1934, there is filed herewith one copy of the subject report.
Very truly yours,
/s/Veronica J. Curioso
Veronica J. Curioso
Assistant Controller
TCP10K-K
<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the fiscal year ended Commission file number
March 31, 1997 0-22104
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Massachusetts 04-3105699
(State of organization) (I.R.S. Employer
Identification No.)
101 Arch Street, 16th Floor
Boston, Massachusetts 02110-1106
(Address of Principal executive office) (Zip Code)
Registrant's telephone number, including area code 617/439-3911
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
CLASS A AND CLASS B UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
100,000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Subsection 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ X ]
State the aggregate sales price of partnership units held by nonaffiliates of
the registrant.
$37,933,000 as of March 31, 1997
<PAGE>
K-7
DOCUMENTS INCORPORATED BY REFERENCE: LIST THE FOLLOWING DOCUMENTS IF
INCORPORATED BY REFERENCE AND THE PART OF THE FORM 10-K INTO WHICH THE DOCUMENT
IS INCORPORATED: (1) ANY ANNUAL REPORT TO SECURITY HOLDERS; (2) ANY PROXY OR
INFORMATION STATEMENT; AND (3) ANY PROSPECTUS FILED PURSUANT TO RULE 424(b) OR
(c) UNDER THE SECURITIES ACT OF 1933.
Part of Report on
Form 10-K into
Which the Document
Documents incorporated by reference is Incorporated
Post-effective amendment No. 5 to the Form S-11
Registration Statement, File # 33-38408 Part I, Item 1
Post-effective amendment No. 6 to the Form S-11
Registration Statement File # 33-38408 Part III, Item 12
Acquisition Reports Part I, Item 1
Prospectus - Sections Entitled:
"Investment Objectives and Policies -
Principal Investment Objectives" Part I, Item 1
"Investment Risks" Part I, Item 1
"Estimated Use of Proceeds" Part III, Item 13
"Management Compensation and Fees" Part III, Item 13
"Profits and Losses for Tax Purposes, Tax
Credits and Cash Distributions" Part III, Item 13
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997
TABLE OF CONTENTS
Page No.
PART I
Item 1 Business K-3
Item 2 Properties K-6
Item 3 Legal Proceedings K-13
Item 4 Submission of Matters to a Vote of
Security Holders K-13
PART II
Item 5 Market for the Registrant's Units and
Related Security Holder Matters K-13
Item 6 Selected Financial Data K-14
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of Operations K-16
Item 8 Financial Statements and Supplementary Data K-19
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure K-19
PART III
Item 10 Directors and Executive Officers
of the Registrant K-20
Item 11 Management Remuneration K-21
Item 12 Security Ownership of Certain Beneficial
Owners and Management K-21
Item 13 Certain Relationships and Related Transactions K-22
PART IV
Item 14 Exhibits, Financial Statement Schedule and
Reports on Form 8-K K-25
SIGNATURES K-26
<PAGE>
PART I
Item 1. Business
Boston Financial Tax Credit Fund Plus, A Limited Partnership (the "Fund") is a
Massachusetts limited partnership formed on December 10, 1990 under the laws of
the Commonwealth of Massachusetts. The Fund's partnership agreement
("Partnership Agreement") authorized the sale of up to 100,000 Class A and Class
B units of Limited Partnership Interest ("Class A Units" and "Class B Units";
Class A Units and Class B Units are collectively called "Units") at $1,000 per
Unit, adjusted for certain discounts. The Fund raised $37,932,300 ("Gross
Proceeds"), net of discounts of $700, through the sale of 34,643 Class A Units
and 3,290 Class B Units. Such amounts exclude five unregistered Units previously
acquired for $5,000 by the Initial Limited Partner, which is also one of the
General Partners. The offering of Units terminated on January 11, 1993.
An affiliate of the Managing General Partner, BF Texas Limited Partnership, was
admitted as an additional Local General Partner with responsibility for all
management decisions in three Local Limited Partnerships in which the Fund has
invested (the "Texas Partnerships"). As a result, the Fund was deemed to have
control over the Texas Partnerships and the accompanying financial statements
are presented in combined form ("Combined Financial Statements") to conform with
the required accounting treatment under generally accepted accounting
principles. However, this change only affects the presentation of the Fund's
operating results, not the business of the Fund. Accordingly, presentation of
information about industry segments is not applicable and would not be material
to an understanding of the Fund's business taken as a whole. As described more
fully under Item 7 Management's Discussion and Analysis of Financial Condition
and Results of Operations, the Managing General Partner transferred all of the
assets of two of the Texas Partnerships on May 31, 1996, subject to their
liabilities to unaffiliated entities. Therefore, as of March 31, 1997, one
remaining Texas Partnership is presented in combined form.
The Fund has invested as a limited partner in other limited partnerships ("Local
Limited Partnerships") which own and operate residential apartment complexes
("Properties"), some of which benefit from some form of federal, state or local
assistance programs, and all of which qualify for low-income housing tax credits
("Tax Credits") added to the Internal Revenue Code (the "Code") by the Tax
Reform Act of 1986. The Fund also invested in, for the benefit of the Class B
Limited Partners, United States Treasury obligations from which the interest
coupons have been stripped or in such coupons themselves (collectively "Treasury
STRIPS"). The Fund used approximately 28% of the Class B Limited Partners'
capital contributions to purchase Treasury STRIPS with maturities of 13 to 18
years, with a total redemption amount equal to the Class B Limited Partners'
capital contributions. The investment objectives of the Fund include the
following: (i) to provide investors with annual tax credits which they may use
to reduce their federal income taxes; (ii) to provide limited cash distributions
from the operations of apartment complexes; (iii) to preserve and protect the
Fund's capital with the possibility of realizing a profit through the sale or
refinancing of apartment complexes; and (iv) to provide payments to Class B
Limited Partners from Treasury STRIPS. There cannot be any assurance that the
Fund will attain any or all of these investment objectives. A more detailed
discussion of these investments objectives, along with the risk in achieving
them, is contained in the sections of the Prospectus entitled "Investment
Objectives and Policies Principal Investment Objectives" and "Investment Risks",
which are herein incorporated by this reference.
Table A on the following page lists the Properties owned by the Local Limited
Partnerships in which the Fund has invested. Item 7 of this Report on Form 10-K
contains other significant information with respect to such Local Limited
Partnerships. The terms of the acquisition of each Local Limited Partnership
interest have been described in six supplements to the Prospectus and five Form
8-K filings which were collected in Post-effective Amendment No. 5 to the
Registration Statement (collectively, the "Acquisition Reports"); such
descriptions are incorporated herein by this reference.
<PAGE>
<TABLE>
TABLE A
SELECTED LOCAL LIMITED
PARTNERSHIP DATA
(Unaudited)
<CAPTION>
Properties owned by Date Interest
Local Limited Partnerships* Location Acquired
<S> <C> <C>
Leatherwood (formerly Village Oaks)** Yoakum, TX 12/23/91
Tamaric** Cedar Park, TX 12/23/91
Northwest** Georgetown, TX 12/23/91
Pilot House Newport News, VA 02/25/92
Jardines de Juncos Juncos, PR 04/14/92
Livingston Arms Poughkeepsie, NY 05/01/92
Broadway Tower Revere, MA 06/02/92
45th & Vincennes Chicago, IL 06/26/92
Phoenix Housing Moorhead, MN 07/06/92
Cottages of Aspen Oakdale, MN 07/02/92
Long Creek Court Kittrell, NC 07/01/92
Atkins Glen Stoneville, NC 07/01/92
Tree Trail Gainesville, FL 10/30/92
Meadow Wood Smyrna, TN 10/30/92
Primrose Grand Forks, ND 12/09/92
Sycamore Sioux Falls, ND 12/17/92
Preston Place Winchester, VA 12/21/92
Kings Grant Court Statesville, NC 12/23/92
Chestnut Plains Winston-Salem, NC 12/24/92
Bancroft Court Toledo, OH 12/31/92
Capitol Park Oklahoma City, OK 02/10/93
Hudson Square Baton Rouge, LA 03/08/93
Walker Woods II Dover, DE 06/11/93
Vista Villa Saginaw County, MI 08/04/93
Metropolitan Chicago, IL 08/19/93
Carolina Woods II Greensboro, NC 10/11/93
Linden Square Genesee County, MI 10/29/93
New Garden Place Gilmer, NC 06/24/94
Findley Place Minneapolis, MN 07/15/94
</TABLE>
* The Fund's interest in profits and losses of each Local Limited
Partnership arising from normal operations is 99%, except for an 82%
interest in Livingston Arms, a 98.75% interest in Metropolitan and a
97.9% interest in New Garden Place. Profits and losses arising from
sale or refinancing transactions will be allocated in accordance with
the respective Local Limited Partnership Agreements.
** On May 31, 1996, the Managing General Partner transferred all of the
assets of two of the Texas Partnerships (Tamaric and Northwest) subject
to their liabilities to unaffiliated entities. The Managing General
Partner is working on a plan to transfer the title to the remaining
Texas Partnership (Leatherwood) to an unaffiliated buyer. The transfer
will occur subsequent to March 31, 1997.
As previously reported, due to construction and other problems at Villas de
Montellano in Morovis, Puerto Rico, the Managing General Partner has abandoned
its interest in this Local Limited Partnership to the Local General Partner.
Also, as previously reported, the Managing General Partner elected to exercise
its rights under the Repurchase Agreement and requested from the Local General
Partner and the Guarantor the repayment of the capital contributions advanced by
the Fund and of certain expenses associated with this investment. However, the
Local General Partner and the Guarantor filed for bankruptcy in May and August
1994, respectively, and it is unlikely that they will meet all of their
obligations under the Repurchase Agreement. The Fund has engaged counsel to
vigorously pursue the Fund's claim in the Bankruptcy Court. The Fund wrote off
this investment in Fiscal 1996.
Although the Fund's investments in Local Limited Partnerships are not subject to
seasonal fluctuations, the Fund's equity in losses of Local Limited
Partnerships, to the extent it reflects the operations of individual Properties,
may vary from quarter to quarter based upon changes in occupancy and operating
expenses as a result of seasonal factors.
Each Local Limited Partnership (except the Texas Partnerships) has, as its
general partners ("Local General Partners"), one or more individuals or entities
not affiliated with the Fund or its General Partners. In accordance with the
partnership agreements under which such entities are organized ("Local Limited
Partnership Agreements"), the Fund depends on the Local General Partners for the
management of each Local Limited Partnership. As of March 31, 1997, the
following Local Limited Partnerships have a common Local General Partner or
affiliated group of Local General Partners accounting for the specified
percentage of the original investment in Local Limited Partnerships: (i) Tree
Trail and Meadow Wood, representing 12.94%, have Flournoy Development Company
and John Flournoy as Local General Partners; (ii) Long Creek Court, Atkins Glen,
Kings Grant Court and Chestnut Plains, representing 4.68%, have Gordon Blackwell
and MBG Investment Inc. as Local General Partners; (iii) Phoenix Housing,
Primrose and Sycamore, representing 6.10%, have Jerry Meide and/or certain
affiliates as Local General Partners (Phoenix Housing has Phoenix Housing, Inc.
and RRABB, Inc., Primrose has RRABB, Inc., and Sycamore has Jerry Meide and
RRABB, Inc.); and (iv) Pilot House and Preston Place, representing 16.27%, have
Castle Development Corporation as Local General Partners. The Local General
Partners of the remaining Local Limited Partnerships are identified in the
Acquisition Reports, which are herein incorporated by reference.
The properties owned by Local Limited Partnerships in which the Fund has
invested are, and will continue to be, subject to competition from existing and
future apartment complexes in the same areas. The continued success of the Fund
will depend on many outside factors, most of which are beyond the control of the
Fund and which cannot be predicted at this time. Such factors include general
economic and real estate market conditions, both on a national basis and in
those areas where the properties are located, the availability and cost of
borrowed funds, real estate tax rates, operating expenses, energy costs and
government regulations. In addition, other risks inherent in real estate
investment may influence the ultimate success of the Fund, including: (i)
possible reduction in rental income due to an inability to maintain high
occupancy levels or adequate rental levels; (ii) possible adverse changes in
general economic conditions and adverse local conditions, such as competitive
overbuilding, a decrease in employment or adverse changes in real estate laws,
including building codes; and (iii) possible future adoption of rent control
legislation which would not permit increased costs to be passed on to the
tenants in the form of rent increases, or which suppress the ability of the
Local Limited Partnerships to generate operating cash flow. Since most of the
properties benefit from some form of government assistance, the Fund is subject
to the risks inherent in that area including decreased subsidies, difficulties
in finding suitable tenants and obtaining permission for rent increases. In
addition, any Tax Credits allocated to investors with respect to a property are
subject to recapture to the extent that the property or any portion thereof
ceases to qualify for the Tax Credits.
The Fund is managed by Arch Street VI, Inc., the Managing General Partner of the
Fund. The other General Partner of the Fund is Arch Street VI Limited
Partnership. To economize on direct and indirect payroll costs, the Fund, which
does not have any employees, reimburses The Boston Financial Group Limited
Partnership, an affiliate of the General Partners, for certain expenses and
overhead costs. A complete discussion of the management of the Fund is set forth
in Item 10 of this Report.
<PAGE>
Item 2. Properties
Following the transfer of two of the Texas Partnerships and the disposition of
Villas de Montellano, the Fund owns limited partnership interests in
twenty-seven Local Limited Partnerships, which own and operate Properties, some
of which benefit from some form of federal, state or local assistance programs
and all of which qualify for the Tax Credits added to the Code by the Tax Reform
Act of 1986. The Fund's ownership interest in each Local Limited Partnership is
generally 99%, except for Livingston Arms, Metropolitan and New Garden Place,
where the Fund's ownership interest is 82%, 98.75% and 97.9%, respectively.
Each of the Local Limited Partnerships has received an allocation of Tax Credits
from its relevant state tax credit agency. In general, the Tax Credit runs for
ten years from the date the Property is placed in service. The required holding
period (the "Compliance Period") of the Properties is fifteen years. During
these fifteen years, the Properties must satisfy rent restrictions, tenant
income limitations and other requirements, as promulgated by the Internal
Revenue Service, in order to maintain eligibility for the Tax Credit at all
times during the Compliance Period. Once a Local Limited Partnership has become
eligible for the Tax Credits, it may lose such eligibility and suffer an event
of recapture if its Property fails to remain in compliance with the
requirements.
In addition, some of the Local Limited Partnerships have obtained one or a
combination of different types of loans such as: i) below market rate interest
loans; ii) loans provided by a redevelopment agency of the town or city in which
the property is located at favorable terms; and iii) loans with repayment terms
that are based on a percentage of cash flow.
The schedules on the following pages provide certain key information on the
Local Limited Partnership interests acquired by the Fund.
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Local Limited Partnership Number Total committed Paid through Mtge. loans payable Occupancy
Property Name of at March 31, March 31, at December 31, Type of at March 31,
Property Location Apt. Units 1997 1997 1996 Subsidy* 1997
- ----------------------------- ------------ ---------------- ------------- ------------------- --------- -------------
<S> <C> <C> <C> <C> <C> <C>
Division of Boston Financial
Texas Properties Limited
Partnership VI (formerly,
Yoakum-Village Oaks
Housing Associates, LTD)**(A)
Leatherwood Terrace
Yoakum, TX 40 $ 176,212 $176,212 $739,994 FmHA 88%
Tamaric Housing Associates, LTD. (A)
Tamaric
Cedar Park, TX
Georgetown - Northwest Housing Associates,
LTD. (A)
Northwest
Georgetown, TX
Pilot House Associates, L.P.
Pilot House
Newport News, VA 132 2,479,708 2,479,708 3,312,571 None 100%
Jardines Limited Dividend
Partnership, S.E., L.P.
Jardines de Juncos
Juncos, PR 60 604,781 604,781 2,626,623 FmHA 100%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Local Limited Partnership Number Total committed Paid through Mtge. loans payable Occupancy
Property Name of at March 31, March 31, at December 31, Type of at March 31,
Property Location Apt. Units 1997 1997 1996 Subsidy* 1997
- --------------------------- ------------- ---------------- ------------- --------------------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C>
99 Livingston Associates, L.P.
Livingston Arms
Poughkeepsie, NY 25 1,114,686 1,114,686 543,383 None 92%
Broadway Tower Limited
Partnership
Broadway Tower
Revere, MA 92 2,350,000 2,350,000 6,019,855 Section 8 100%
Phoenix Housing, L.P.
Phoenix Housing
Moorhead, MN 40 457,810 457,810 1,970,000 Section 8 90%
Cottage Homesteads of Aspen
Limited Partnership
Cottages of Aspen
Oakdale, MN 114 1,027,333 1,027,333 4,800,000 None 97%
45th & Vincennes Limited
Partnership
45th & Vincennes
Chicago, IL 19 689,080 689,080 677,485 Section 8 94%
Long Creek Court Limited
Partnership
Long Creek Court
Kittrell, NC 14 120,476 120,476 555,936 FmHA 100%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Local Limited Partnership Number Total committed Paid through Mtge. loans payable Occupancy
Property Name of at March 31, March 31, at December 31, Type of at March 31,
Property Location Apt. Units 1997 1997 1996 Subsidy* 1997
- ---------------------------- ------------- ------------------ -------------- --------------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Atkins Glen Limited Partnership
Atkins Glen
Stoneville, NC 24 205,574 205,574 959,375 FmHA 92%
Tree Trail Apartments,
A Limited Partnership
Tree Trail
Gainesville, FL 108 2,060,143 2,060,143 2,698,463 None 98%
Meadow Wood Townhomes,
A Limited Partnership
Meadow Wood
Smyrna, TN 88 1,742,671 1,742,671 2,695,743 None 99%
Dakota Square Manor
Limited Partnership
Primrose
Grand Forks, ND 48 674,557 674,557 1,106,063 None 96%
Duluth Limited Partnership II
Sycamore
Sioux Falls, ND 48 657,000 657,000 1,287,938 None 85%
Preston Place Associates, L.P.
Preston Place
Winchester, VA 120 2,300,000 2,300,000 3,252,334 None 98%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Local Limited Partnership Number Total committed Paid through Mtge. loans payable Occupancy
Property Name of at March 31, March 31, at December 31, Type of at March 31,
Property Location Apt.Units 1997 1997 1996 Subsidy* 1997
- --------------------------- ---------- ---------------- -------------- -------------------- --------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Kings Grant Court
Limited Partnership
Kings Grant Court
Statesville, NC 36 708,530 708,530 914,846 None 100%
Chestnut Plains Limited
Partnership
Chestnut Plains
Winston-Salem, NC 24 319,810 319,810 611,612 None 100%
Prince Hall Housing Associates,
Limited
Capitol Park
Oklahoma City, OK 184 1,495,000 1,495,000 1,570,000 Section 8 66%
Bancroft Street Limited
Partnership
Bancroft Court
Toledo, OH 97 902,340 902,340 1,364,959 Section 8 80%
Hudson Square Apartments
Company (A Limited
Partnership)
Hudson Square
Baton Rouge, LA 82 554,670 554,670 927,939 Section 8 98%
Walker Woods Partners, II, L.P.
Walker Woods II
Dover, DE 19 591,429 591,429 852,262 None 100%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Local Limited Partnership Number Total committed Paid through Mtge. loans payable Occupancy
Property Name of at March 31, March 31, at December 31, Type of at March 31,
Property Location Apt.Units 1997 1997 1996 Subsidy* 1997
- ----------------------------- ------------ --------------- ----------------- -------------------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Vista Villa Limited Dividend
Housing Association
Limited Partnership
Vista Villa
Saginaw County, MI 100 1,204,762 1,204,762 4,612,432 None 100%
Metropolitan Apartments
Limited Partnership
Metropolitan
Chicago, IL 69 2,296,714 1,896,714 2,074,978 Section 8 56%
Carolina Woods Associates II,
Limited Partnership
Carolina Woods II
Greensboro, NC 40 750,238 750,238 929,233 None 98%
Linden Square Limited Dividend
Housing Association
Limited Partnership
Linden Square
Genesee County, MI 120 1,299,774 1,299,774 5,453,467 None 99%
New Garden Associates,
Limited Partnership
New Garden Place
Gilmer, NC 76 1,269,794 1,269,794 2,292,852 None 99%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Capital Contributions
Local Limited Partnership Number Total committed Paid through Mtge. loans payable Occupancy
Property Name of at March 31, March 31, at December 31, Type of at March 31,
Property Location Apt.Units 1997 1997 1996 Subsidy* 1997
- -------------------------- ------------- ---------------- --------------- --------------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Exodus/Lyndon/Windsor,
Limited Partnership
Findley Place Apartments
Minneapolis, MN 89 716,000 716,000 2,885,000 None 100%
------ ------------ ------------ ------------
1,908 28,769,092 28,369,092 57,735,343
======
Less** Combined Entity 176,212 176,212 739,994
------------ ------------ ------------
$ 28,592,880 $ 28,192,880 $56,995,349
============ ============ ===========
</TABLE>
* FmHA This subsidy, which is authorized under Section 515 of the
Housing Act of 1949, can be one or a combination of many
different types. For instance, FmHA may provide: 1) direct
below-market-rate mortgage loans for rural rental housing; 2)
mortgage interest subsidies which effectively lower the interest
rate of the loan to 1%; 3) a rental assistance subsidy to
tenants which allows them to pay no more than 30% of their
monthly income as rent with the balance paid by the federal
government; or 4) a combination of any of the above.
Section 8 This subsidy, which is authorized under Section 8 of Title II
of the Housing and Community Development Act of 1974, allows
qualified low-income tenants to pay 30% of their monthly income
as rent with the balance paid by the federal government.
(A) On May 31, 1996, the Managing General Partner transferred all
of the assets of two of the Texas Partnerships (Tamaric and
Northwest) subject to their liabilities to unaffiliated
entities. The two Texas Partnerships had total capital
contributions and mortgage payable amounts of $152,222 and
$727,023, respectively, at the date of transfer. The Managing
General Partner is working on a plan to transfer the remaining
Texas Partnership (Leatherwood) to an unaffiliated buyer. The
transfer will occur subsequent to March 31, 1997.
<PAGE>
Item 3. Legal Proceedings
Except for certain claims made by the Fund against the Local General Partner and
the Guarantor of Villas De Montellano and the Texas Partnerships in connection
with their bankruptcy proceedings, the Fund is not a party to any pending legal
or administrative proceeding, and to the best of its knowledge, no legal or
administrative proceeding is threatened or contemplated against it.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Units and Related Security Holder Matters
There is no public market for the Units, and it is not expected that a public
market will develop. If a Limited Partner desires to sell Units, the buyer of
those Units will be required to comply with the minimum purchase and retention
requirements and investor suitability standards imposed by applicable federal or
state securities laws and the minimum purchase and retention requirements
imposed by the Fund. The price to be paid for the Units, as well as the
commissions to be received by any participating broker-dealers, will be subject
to negotiation by the Limited Partner seeking to sell his Units. Units will not
be redeemed or repurchased by the Fund.
The Partnership Agreement does not impose on the Fund or its General Partners
any obligation to obtain periodic appraisals of assets or to provide Limited
Partners with any estimates of the current value of Units.
As of March 31, 1997, there were 2,055 record holders of Units of the Fund.
To date, the Fund has made no cash distributions.
<PAGE>
Item 6. Selected Financial Data
The following table sets forth selected financial information regarding the
Fund's financial position and operating results. This information should be read
in conjunction with Management's Discussion and Analysis of Financial Condition
and Results of Operations and the Financial Statements and Notes thereto, which
are included in Items 7 and 8 of this Report. As of November 1, 1993, all
intercompany balances and transactions that relate to the Texas Partnerships
have been eliminated.
<TABLE>
<CAPTION>
March 31, March 31, March 31, March 31, March 31,
1997 1996 1995 1994 1993
------------ ------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
Revenue (E) $ 257,145 $ 314,443 $ 290,327 $ 426,449 $291,963
Equity in losses of Local Limited
Partnerships (E) (2,546,404) (2,034,515) (2,048,621) (2,102,783) (774,944)
Extraordinary gain on forgiveness
of indebtedness - 643,509 - - -
Per Limited Partnership Unit (A):
Class A Unit - 17.21 - - -
Class B Unit - 12.39 - - -
Accretion of original issue discount 98,713 91,595 84,533 78,234 53,169
Net Loss (2,822,852) (2,427,884) (2,957,453) (2,419,200) (804,285)
Per Limited Partnership Unit (A):
Class A Unit (78.15) (67.39) (81.37) (66.80) (41.79)
Class B Unit (26.26) (20.68) (32.89) (24.32) (0.49)
Cash, cash equivalents and marketable
securities (E) 1,380,214 1,284,290 1,608,658 6,590,255 13,519,783
Other investments 1,325,714 1,227,001 1,135,406 1,050,873 972,639
Investments in Local Limited
Partnerships, at original cost 29,738,338 29,738,338 29,738,338 25,218,364 18,512,132
Total assets (B) 22,989,174 25,382,895 28,836,803 31,738,376 32,338,944
Total liabilities (E) 1,678,819 1,245,356 2,312,235 2,349,018 398,924
Other Data:
Passive loss (C) (2,879,273) (3,272,132) (3,208,044) (2,760,037) (777,928)
Per Limited Partnership Unit (A):
Class A Unit (77.02) (87.52) (85.81) (73.83) (68.26)
Class B Unit (55.45) (63.02) (61.78) (53.15) (49.15)
Portfolio income (C) 268,300 211,584 396,729 694,665 9,721
Per Limited Partnership Unit (A):
Class A Unit 7.19 5.66 10.61 16.55 13.04
Class B Unit (D) 34.69 31.31 32.85 34.93 20.84
Net short-term capital losses (C) - - (45,877) - -
Per Limited Partnership Unit (A):
Class A Unit - - (1.23) - -
Class B Unit - - (0.88) - -
Net long-term capital losses (C) - (538,686) (173,620) - -
Per Limited Partnership Unit (A):
Class A Unit - (14.41) (4.64) - -
Class B Unit - (10.37) (3.34) - -
Low-Income Housing Tax Credit (C) 5,769,841 5,790,896 4,886,427 3,696,088 1,029,851
Per Limited Partnership Unit (A):
Class A Unit 154.33 154.90 130.70 98.86 66.86
Class B Unit 111.12 111.52 94.10 71.18 48.14
</TABLE>
Item 6. Selected Financial Data (continued)
<TABLE>
<CAPTION>
March 31, March 31, March 31, March 31, March 31,
1997 1996 1995 1994 1993
------------ ------------- ------------ -------------- ------------
<S> <C> <C> <C> <C> <C>
Recapture of Low-Income
Housing Tax Credits (C) 43,133 - - - -
Per Limited Partnership Unit (A):
Class A Unit 1.15 - - - -
Class B Unit .83 - - - -
Local Limited Partnership interests
owned at end of period (F) 27 29 30 28 23
</TABLE>
(A) Per Limited Partnership Unit data is based upon the units outstanding of
34,643 and 3,290 for Class A Units and Class B Units, respectively, for the
years ended March 31, 1997, 1996, 1995 and 1994 and a weighted average
number of units outstanding of 19,012 and 2,389 for Class A Units and Class
B Units, respectively, for the year ended March 31, 1993.
(B) Total assets include the net investment in Local Limited Partnerships.
(C) Income tax information is as of December 31, the year end of the Fund for
income tax purposes.
(D) Includes $97,097, $89,592, $82,949, $75,692 and $36,545 of accretion of the
Original Issue Discount for the calendar years ended December 31, 1996,
1995, 1994, 1993 and 1992, respectively, which is allocable only to holders
of Class B Units.
(E) Revenue for the years ended March 31, 1997, 1996, 1995 and 1994 includes
$123,962, $252,861, $246,926 and $70,456, respectively, of total revenue
from the Texas Partnerships. Equity in losses of Local Limited Partnerships
for the years ended March 31, 1997, 1996, 1995 and 1994 does not include
$69,939, $25,589, $93,745 and $22,845, respectively, from the Texas
Partnerships that have been combined with the Fund's loss. Cash and cash
equivalents and marketable securities at March 31, 1997, 1996, 1995 and
1994 includes $332, $23,002, $31,258 and $15,266, respectively, of cash and
cash equivalents from the Texas Partnerships (other than the Texas
Partnerships described in (F) below) that is included in the combined cash
and cash equivalents of the Partnership. Total liabilities at March 31,
1997, 1996, 1995 and 1994 includes $769,008, $527,203, $1,743,177 and
$1,661,812, respectively, from the Texas Partnerships.
(F) On May 31, 1996, the Managing General Partner transferred all of the assets
of two of the Texas Partnerships (Tamaric and Northwest) subject to their
liabilities to an unaffiliated entity. In 1996, the Fund wrote off its
investment in Villas de Montellano against the established reserve.
<PAGE>
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
At March 31, 1997, the Fund, including the Combined Entity, had cash and cash
equivalents of $381,519 as compared with $489,191 at March 31, 1996. The
decrease is primarily attributable to cash used for operations, purchases of
marketable securities in excess of proceeds from sales and maturities of
marketable securities and the purchase of rental property and equipment. These
decreases are partially offset by cash distributions received from Local Limited
Pratnerships and proceeds from the mortgage note payable of the Combined Entity.
Under the terms of the Partnership Agreement, the Fund initially designated 4%
of the Adjusted Gross Proceeds (which generally means Gross Proceeds minus the
amounts committed to the acquisition of Treasury STRIPS) from the sale of Units
as a reserve for working capital of the Fund and contingencies related to the
ownership of Local Limited Partnership interests. The Managing General Partner
may increase or decrease such Reserves from time to time, as it deems
appropriate. Funds totaling approximately $289,000 have been withdrawn from the
Reserve account to pay legal and other fees relating to various property issues.
This amount includes approximately $286,000 relating to the Texas Partnerships.
At March 31, 1997, approximately $929,000 of cash, cash equivalents and
marketable securities have been designated as Reserves. Management believes that
the investment income earned on the Reserves, along with cash distributions
received from Local Limited Partnerships, to the extent available, will be
sufficient to fund the Fund's ongoing operations. Reserves may be used to fund
operating deficits, if the Managing General Partner deems funding appropriate.
If Reserves are not adequate to cover Fund operations, the Fund will seek other
funding sources including, but not limited to, the deferral of Asset Management
Fees to an affiliate of the General Partner or working with Local Limited
Partnerships to increase cash distributions.
At March 31, 1997, the Fund has committed to make future capital contributions
and pay future purchase price installments on its investments in Local Limited
Partnerships. These future payments are contingent upon the achievement of
certain criteria as set forth in the Local Limited Partnership Agreements and
total $400,000.
Since the Fund invests as a limited partner, the Fund has no contractual duty to
provide additional funds to Local Limited Partnerships beyond its specified
investment. Thus, at March 31, 1997, the Fund had no contractual or other
obligation to any Local Limited Partnership which had not been paid or provided
for, except as noted above. In the event a Local Limited Partnership encounters
operating difficulties requiring additional funds, the Fund might deem it in its
best interests to provide such funds, voluntarily, in order to protect its
investment. In addition to the $286,000 noted above, the Fund has also advanced
approximately $38,000 to the Texas Partnerships to fund operating deficits.
Cash Distributions
No cash distributions were made during the years ended March 31, 1997, 1996 or
1995. It is not expected that cash available for distribution, if any, will be
significant during the 1997 calendar year. As funds from temporary investments
are paid to Local Limited Partnerships, interest earned on those funds
decreases. Additionally, it is not expected that the Local Limited Partnerships
will distribute significant amounts of cash to the Fund in 1997 because such
amounts will be needed to fund property operating costs. In addition, many of
the properties benefit from some type of federal or state subsidy and, as a
consequence, are subject to restrictions on cash distributions.
<PAGE>
Results of Operations
1997 versus 1996
The Partnership's results of operations for the year ended March 31, 1997
resulted in a net loss of $2,822,852 as compared to a net loss of $2,427,884 for
the same period in 1996. The increase in net loss is primarily attributable to
an increase in equity in losses of Local Limited Partnerships, the non-existence
of a gain on cancellation of indebtedness and a decrease in rental revenue.
These increases to net loss are partially offset by decreases in general and
administrative, rental operations and interest expense items, an increase in
investment revenue and the non-existence of a reserve for valuation of
investments in Local Limited Partnerships and a provision for valuation of
rental property. The increase in equity in losses of Local Limited Partnerships
is primarily due to one of the Local Limited Partnerships incurring an
impairment loss during the year ended December 31, 1996. In fiscal 1996, there
was a provision for valuation of rental property for one of the Texas
Partnerships which was offset by a gain on cancellation of indebtedness. In
addition, fiscal 1996 experienced a provision for valuation of investments in
Local Limited Partnerships for the two disposed Texas Partnerships. No
provisions for valuation of investments in Local Limited Partnerships were
necessary in fiscal 1997. The decrease in general and administrative expenses
was due to a decrease in expenses paid on behalf of the Texas Partnerships. The
decreases in rental revenue and rental operations and interest expenses were due
to the exclusion of two of the Texas Partnership's operations which were
previously combined. Please refer to the section entitled "Property Discussions"
included in this Item. The increase in investment revenue is attributable to
favorable market conditions for the sale of marketable securities.
Low Income Housing Tax Credits
The 1996 Tax Credits per Unit were $154.33 and $111.12 for Class A Unit and
Class B Unit investors, respectively. The 1995 Tax Credits per Unit were $154.90
and $111.52 for Class A Unit and Class B Unit investors, respectively. The 1994
Tax Credits per Unit were $130.70 and $94.10 for Class A Unit and Class B Unit
investors, respectively. The 1993 Tax Credits per Unit were $98.86 and $71.18
for Class A Unit and Class B Unit investors, respectively. The 1992 Tax Credits
per Unit were $66.86 and $48.14 for Class A Unit and Class B Unit investors,
respectively. Tax Credits are not available for a Property until the property is
placed in service and its apartment units are occupied by qualified tenants. In
the first year the Tax Credit is claimed, the allowable credit amount is
determined using an averaging convention to reflect the number of months that
apartment units comprising the qualified basis were occupied by qualified
tenants during the year. To the extent that the full amount of the annual credit
is not allocated in the first year, an additional credit equal to the difference
is available in the 11th taxable year. The transfer of ownership of the two
Texas Partnerships resulted in nominal recapture of tax credits, since the Texas
Partnerships represented only 2% of the Partnership's tax credits.
As of December 31, 1996, the tax year end of the properties, all of the
properties owned by the Local Limited Partnerships in which the Fund has
invested have been placed in service. All of these properties generated tax
credits in 1996.
The Managing General Partner estimates that the 1997 Tax Credits allocated to
investors will be approximately $154 per Unit for Class A Unit investors and
$112 per Unit for Class B Unit investors. However, no assurance can be given in
this matter. Once the Tax Credits are stabilized, the annual amount allocated to
investors is expected to remain the same for about seven years. In years eight
through ten, the credits are expected to decrease as Properties reach the end of
the ten year credit period.
1996 versus 1995
The Fund's results of operations for the year ended March 31, 1996 resulted in a
net loss of $2,427,884 as compared to a net loss of $2,957,453 for the same
period in 1995. The decrease in net loss is primarily attributable to a
cancellation of indebtedness income and a decrease in general and administrative
and property management fee expenses. Additionally, there was a decrease in the
provision for valuation of investments in Local Limited Partnerships from 1995
to 1996. These decreases to net loss are offset by a provision for valuation of
rental property. During the calendar year ended December 31, 1995, Village Oaks,
a Texas Limited Partnership, transferred its obligation to Rural Economic and
Community Development ("RECD"), formerly the Farmers Home Administration of the
U.S. Department of Agriculture, in the amount of $794,855 to Boston Financial
Texas Properties Limited Partnership VI, also known as Leatherwood Terrace
("Leatherwood"). See "Property Discussions" for additional information on the
transfer of Partnership interest. In conjunction with this transfer, Leatherwood
and RECD entered into a new loan agreement for $350,000 which resulted in a
cancellation of indebtedness of $444,855. Additionally, upon transfer of the
Village Oaks interest to Leatherwood, a loan from the General Partner in the
amount of $183,488 was forgiven. At that time, the value of the rental property
of Leatherwood was deemed permanently impaired and was adjusted to reflect the
impairment. The decrease in general and administrative expenses is due to a
decrease in expenses paid on behalf of the Texas Partnerships. The decrease in
property management fees is due to a provision in the Combined Entities' workout
agreement which prohibits this fee from being charged. The decrease in the
provision for valuation of investments in Local Limited Partnerships is due to a
provision for valuation of investments taken for Villas De Montellano in 1995.
In 1996, the investment was written off, and no provision for valuation of
investments was neccesary.
Property Discussions
All of the properties owned by the Local Limited Partnerships in which the Fund
has invested have been completed and achieved initial lease-up. Operations at
most properties are stable and a majority of the properties are operating at
break-even or generating operating cash flow. However, a few properties are
experiencing significant issues. In most cases, the Local General Partners are
funding operating deficits through project expense loans, subordinated loans or
payments from operating escrows. In instances where the Local General Partners
have stopped funding deficits because their obligation to do so has expired or
otherwise, the Managing General Partner is working with the Local General
Partner to increase operating income, reduce expenses or refinance the debt
service in order to improve property cash flow.
As previously reported, the Managing General Partner has transferred all of the
assets of two of the Texas Partnerships (Tamaric and Northwest), subject to
their liabilities, to unaffiliated entities. The transfers were effective May
31, 1996. The Managing General Partner is finalizing the sale of the remaining
property, Leatherwood, which should occur by the end of the third quarter of
1997. For tax purposes, this event will result in both Section 1231 Gain and
Cancellation of Indebtedness income for the partners, which will be reported on
the 1997 Schedule K-1 (filed in 1998). In addition, the transfer of ownership
will result in a nominal amount of tax credit recapture because Leatherwood
represents less than 1% of the Fund's tax credits. For financial reporting
purposes the carrying value of Leatherwood's real estate has been written down
to its estimated net recoverable value.
The Local General Partner of Capitol Park in Oklahoma City, Oklahoma has filed a
Chapter 7 liquidation plan for the property as a result of low occupancy,
deferred maintenance and security issues. Meanwhile, an affiliate of the
Managing General Partner continues to negotiate with the Local General Partner
and lender to identify and implement a dissolution plan to minimize the tax
impact on the Fund. It is likely that a plan will include capital funding from
the Fund's Reserves. Pending the outcome of these negotiations, it appears
unlikely that the Fund will be able to retain its interest in the property
through 1997. Such an event would trigger tax credit recapture, plus interest,
and the allocation of taxable income to the Fund. The Partnership's carrying
value of this investment is zero.
Broadway Tower, located in Revere, Massachusetts, continues to suffer from
operating deficits resulting from historically low occupancy. Recently, the
Local General Partner successfully negotiated with the local housing authority
for Section 8 rent increases and has begun implementing plans to decrease
expenses associated with tenant turnover and maintenance contracts. Deficits are
currently being funded by the management agent.
Despite a 1994 debt restructure, Bancroft Street Apartments, located in Toledo,
Ohio, is experiencing operating deficits primarily due to occupancy issues and
deteriorating market conditions. The management agent, which is currently
funding the deficits, is addressing these problems by enhancing tenant screening
and marketing efforts, as well as implementing on-site tenant social programs.
Inflation and Other Economic Factors
Inflation had no material impact on the operations or financial condition of the
Fund for the years ended March 31, 1997, 1996 and 1995.
Since most of the Properties benefit from some form of government assistance,
the Fund is subject to the risks inherent in that area including decreased
subsidies, difficulties in finding suitable tenants and obtaining permission for
rent increases. In addition, any Tax Credits allocated to investors with respect
to a Property are subject to recapture to the extent that a Property or any
portion thereof ceases to qualify for the Tax Credits.
Certain of the Properties in which the Fund has invested are located in areas
suffering from poor economic conditions. Such conditions could have an adverse
effect on the rent or occupancy levels at such Properties. Nevertheless,
management believes that the generally high demand for below market rate housing
will tend to negate such factors. However, no assurance can be given in this
regard.
Effect of Recently Issued Accounting Standard
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which is effective for fiscal years
beginning after December 15, 1995. This standard requires that the carrying
value of long-lived assets be reviewed for recoverability. Impairment losses are
recognized when events or changes in circumstances indicate that the carrying
amount of an asset may not be recoverable. The Fund adopted the new standard for
its year ending March 31, 1997. During the year ended December 31, 1996, one of
the Local Limited Partnerships incurred an impairment loss of $1,859,614 under
the new standard.
Item 8. Financial Statements and Supplementary Data
Information required under this Item is submitted as a separate section of this
Report. See Index on page F-1 hereof.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
On November 10, 1995, the firm of Arthur Andersen LLP was dismissed as the
principal accountant to audit the registrant's financial statements. Reports on
the financial statements of the registrant by Arthur Andersen LLP for the year
ending March 31, 1995 did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change accountants was approved by the
Board of Directors of the General Partner of the registrant.
During the year ended March 31, 1995 and for the subsequent interim period,
April 1, 1995 through November 10, 1995, there were no disagreements with Arthur
Andersen LLP on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedure.
The firm of Coopers & Lybrand L.L.P. has been engaged as principal accountant to
audit the registrant's financial statements.
<PAGE>
PART III
Item 10. Directors and Executive Officers of the Registrant
The Managing General Partner of the Fund is Arch Street VI, Inc., a
Massachusetts corporation (the "Managing General Partner"), an affiliate of The
Boston Financial Group Limited Partnership ("Boston Financial"), a Massachusetts
limited partnership.
The Managing General Partner was incorporated in December, 1990. William E.
Haynsworth is the Chief Operating Officer of the Managing General Partner and
has the primary responsibility for evaluating, selecting and negotiating
investments for the Fund. The Investment Committee of the Managing General
Partner approves all investments. The names and positions of the principal
officers and the directors of the Managing General Partner are set forth below.
Name Position
Georgia Murray Managing Director, Treasurer and
Chief Financial Officer
Fred N. Pratt, Jr. Managing Director
William E. Haynsworth Managing Director, Vice President and
Chief Operating Officer
Paul F. Coughlan Vice President
Peter G. Fallon, Jr. Vice President
Randolph G. Hawthorne Vice President
The other General Partner of the Fund is Arch Street VI Limited Partnership, a
Massachusetts limited partnership ("Arch Street VI L.P.") that was organized
in December, 1990. Arch Street VI, Inc. is the managing general partner of
Arch Street VI L.P. The individual general partners of Arch Street VI L.P. are
Messrs. Fallon and Pratt.
The Managing General Partner provides day-to-day management of the Fund.
Compensation is discussed in Item 11 of this report. Such day-to-day management
does not include the management of the Properties.
The business experience of each of the persons listed above is described below.
There is no family relationship between any of the persons listed in this
section.
Georgia Murray, age 46, is a graduate of Newton College of the Sacred Heart
(B.A., 1972). She joined Boston Financial Management Company in 1973 and is
currently a Senior Vice President of Boston Financial. Ms. Murray is a member of
the Senior Leadership Team and Board of Directors, and leads the Property
Management division. Previously, she led the company's Institutional Tax Credit
Team and managed Boston Financial's Investment Real Estate and Asset Management
divisions. Ms. Murray currently serves as a director of Atlantic Bank and Trust
Company, President of the Institute for Multi-Family Housing, Director of the
Investment Program Association and member of the Direct Investment Committee of
the Securities Industry Association. Previously, she served as the Industry
Advisor to the Management Policy Review Committee of the Massachusetts Housing
Finance Agency and as a commissioner of the Boston Public Facilities Department.
Fred N. Pratt, Jr., age 52, graduated from Tufts University and the Amos Tuck
School of Business Administration at Dartmouth College. Mr. Pratt was one of
the original employees of Boston Financial when it was founded in late 1969. He
currently serves as Boston Financial's Chief Executive Officer and chairman of
the Board of the General Partner of Boston Financial.
William E. Haynsworth, age 57, graduated from Dartmouth College and Harvard Law
School. Mr. Haynsworth was Acting Executive Director of the Massachusetts
Housing Finance Agency, where he was also General Counsel, prior to becoming a
Vice President of Boston Financial in 1977 and a Senior Vice President in 1986.
He has also served as Director of Non-Residential Development of the Boston
Redevelopment Authority and as an associate of the law firm of Goodwin, Procter
& Hoar in Boston. Mr. Haynsworth is a member of the firm's Senior Leadership
Team and participates in the structuring of real estate investments and the
development of new business opportunities.
Paul F. Coughlan, age 53, is a graduate of Brown University (A.B., 1965) and
served in the United States Navy before entering the securities business in
1969. He was employed as an Account Executive by Bache & Company until 1972 and
then by Reynolds Securities Inc. He joined Boston Financial in 1975 and is
currently a Senior Vice President of the Institutional Tax Credit Team.
Peter G. Fallon, Jr., age 58, graduated from the College of The Holy Cross
(B.S., 1960) and Babson College (M.B.A., 1965). He joined Boston Financial in
1970, shortly after its formation, and is currently a Senior Vice President and
a member of the Investment Real Estate Division with responsibility for the
marketing of the firm's Institutional Tax Credit product.
Randolph G. Hawthorne, age 47, is a graduate of the Massachusetts Institute of
Technology (B.S., 1971) and Harvard Graduate School of Business (M.B.A., 1973).
He joined Boston Financial in 1973 and has served as Treasurer and managed the
firm's Investment Real Estate division. He is a Senior Vice President serving on
the Investment Acquisitions Team with 22 years of experience in property
acquisitions. Mr. Hawthorne has primary responsibility for structuring real
estate investments and developing new business opportunities. He is a member of
the Investment Committee. He is Chairman of the National Multi Housing Council,
a past president of the National Housing and Rehabilitation Association, a
member of the Residential Development Council of the Urban Land Institute as
well as a member of the Advisory Board of the Berkeley Real Estate Center at the
University of California. A speaker at industry conferences, he is also on the
Editorial Advisory Board of the Tax Credit Advisor.
Item 11. Management Remuneration
Neither the directors or officers of Arch Street VI, Inc., the partners of Arch
Street VI L.P. nor any other individual with significant involvement in the
business of the Fund receives any current or proposed remuneration from the
Fund.
Item 12. Security Ownership of Certain Beneficial Owners and Management
No person is known to the Fund to be the beneficial owner of more than 5% of the
outstanding Units.
The equity securities registered by the Fund under Section 12(g) of the Act
consist of 100,000 Units, 37,933 (34,643 Class A Units and 3,290 Class B Units)
of which have been sold to the public. The remaining Units were deregistered in
Post-Effective Amendment No. 6, dated June 15, 1993, which is herein
incorporated by reference. Holders of Units are permitted to vote on matters
affecting the Fund only in certain unusual circumstances and do not generally
have the right to vote on the operation or management of the Fund.
Arch Street VI L.P. owns five (unregistered) Units not included in the 37,933
Units sold to the public. Additionally, ten registered Units were sold to an
employee of an affiliate of the Managing General Partner of the Registrant. Such
Units were sold at a discount of 7% of the Unit price for a total discount of
$700 and a total purchase price of $9,300.
Except as described in the preceding paragraph, neither Arch Street VI, Inc.,
Arch Street VI Limited Partnership, Boston Financial, nor any of their executive
officers, directors, partners or affiliates is the beneficial owner of any
Units. None of the foregoing persons possesses a right to acquire beneficial
ownership of Units.
The Fund does not know of any existing arrangement that might at a later date
result in a change in control of the Fund.
Item 13. Certain Relationships and Related Transactions
The Fund was required to pay certain fees to and reimburse certain expenses of
the Managing General Partner or its affiliates (including Boston Financial) in
connection with the organization of the Fund and the offering of Units. The Fund
is also required to pay certain fees to and reimburse certain expenses of the
Managing General Partner or its affiliates (including Boston Financial) in
connection with the administration of the Fund and its acquisition and
disposition of investments in Local Limited Partnerships. In addition, the
General Partners are entitled to certain Fund distributions under the terms of
the Partnership Agreement. Also, an affiliate of the General Partners will
receive up to $10,000 from the sale or refinancing proceeds of each Local
Limited Partnership, if it is still a limited partner at the time of such
transaction. All such fees, expenses and distributions paid in the three years
ending March 31, 1997 are described below and in the sections of the Prospectus
entitled "Estimated Use of Proceeds", "Management Compensation and Fees" and
"Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions". Such
sections are incorporated herein by reference.
The Fund is permitted to enter into transactions involving affiliates of the
Managing General Partner, subject to certain limitations established in the
Partnership Agreement.
Information required under this Item is contained in Note 7 to the Financial
Statements presented as a separate section of this Report. The affiliates of the
Managing General Partner which have received fee payments and expense
reimbursements from the Fund are as follows:
Organizational fees and expenses
In accordance with the Partnership Agreement, Boston Financial is to be
reimbursed by the Fund for organizational, offering and selling expenses
advanced on behalf of the Fund by Boston Financial or its affiliates and for
salaries and direct expenses of certain employees of the Managing General
Partner and its affiliates in connection with the registration and organization
of the Fund. Such expenses include printing expenses and legal, accounting,
escrow agent and depository fees and expenses. Such expenses also include a
non-accountable expense allowance for marketing expenses equal to 1% of gross
offering proceeds. As of March 31, 1997, $2,035,611 of organization fees and
expenses incurred on behalf of the Fund were paid and reimbursed to an affiliate
of the Managing General Partner. Total organization and offering expenses
reimbursed by the Fund did not exceed 5.5% of the gross offering proceeds.
Acquisition fees and expenses
In accordance with the Partnership Agreement, the Fund is required to pay
acquisition fees to and reimburse acquisition expenses of the Managing General
Partner or its affiliates for selecting, evaluating, structuring, negotiating
and closing the Fund's investments in Local Limited Partnerships. Acquisition
fees total 7% of the gross offering proceeds. Acquisition expenses, which
include such expenses as legal fees and expenses, travel and communications
expenses, costs of appraisals, accounting fees and expenses did not exceed 1.5%
of the gross offering proceeds. As of March 31, 1997, acquisition fees totaling
$2,590,827 (prior to the write-off of Villas de Montellano and the two Texas
Partnerships) for the closing of the Fund's Local Limited Partnership
Investments have been paid to an affiliate of the Managing General Partner.
Acquisition expenses totaling $825,516 were incurred and have been reimbursed to
an affiliate of the Managing General Partner. Payments made and expenses
reimbursed in each of the three years ended March 31, 1997 are as follows:
1997 1996 1995
---------- ---------- -------
Acquisition fees and expenses $ 15,990 $ 1,805 $ -
<PAGE>
Asset Management Fees
In accordance with the Partnership Agreement, an affiliate of the Managing
General Partner is paid an annual fee for services in connection with the
administration of the affairs of the Fund. The affiliate currently receives the
base amount of $6,320 per Local Limited Partnership (as adjusted by the CPI
factor) annually as the Asset Management Fee. Amounts earned by the affiliate
and payable in each of the three years ended March 31, 1997 are as follows:
1997 1996 1995
---------- ---------- -------
Asset management fees $179,719 $174,687 $189,759
Salaries and benefits expense reimbursements
An affiliate of the Managing General Partner is reimbursed for the cost of the
Fund's salaries and benefits expenses. The reimbursements are based upon the
size and complexity of the Fund's operations. Reimbursements paid or payable in
each of the three years ended March 31, 1997 are as follows:
1997 1996 1995
---------- ---------- -------
Salaries and benefits
expense reimbursements $92,130 $ 99,377 $99,102
Property Management Fees
Boston Financial Property Management ("BFPM"), an affiliate of the Managing
General Partner, currently manages Pilot House and Preston Place, properties in
which the Fund has invested. Fees charged for the three years ended December 31,
1996 are as follows:
1997 1996 1995
----------- ---------- -------
Property Management fees $56,739 $58,363 $46,345
Lansing Management Company ("LMC"), an affiliate of the Managing General
Partner, currently manages Linden Square, a property in which the Fund has
invested. Fees charged for the three years ended December 31, 1996 are as
follows:
1997 1996 1995
---------- ---------- -------
Property Management fees $33,120 $32,442 $3,337
LMC is also the management agent for the Texas Partnerships. Fees charged for
the three years ended December 31, 1996 are as follows:
1997 1996 1995
----------- ---------- -------
Property Management fees $8,845 $4,260 $26,968
During fiscal year 1996, a provision in the Combined Entities' workout agreement
came into effect which prohibited property management fees from being charged.
During fiscal year 1997, this provision ended, and fees were again charged.
<PAGE>
Cash distributions paid to the General Partners
In accordance with the Partnership Agreement, the General Partners of the Fund,
Arch Street VI, Inc. and Arch Street VI Limited Partnership, receive 1% of cash
distributions made to partners. No cash distributions have been paid to the
General Partners as of March 31, 1997.
Additional information concerning cash distributions and other fees paid or
payable to the Managing General Partner and its affiliates and the reimbursement
of expenses paid or payable to Boston Financial and its affiliates during each
of the three years ended March 31, 1997 is presented in Note 7 to the Financial
Statements.
<PAGE>
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a)(1) and (a)(2) Documents filed as a part of this Report
In response to this portion of Item 14, the financial statements, financial
statement schedule and the auditors' report relating thereto are submitted as a
separate section of this Report. See Index on page F-1 hereof.
The reports of auditors of the Local Limited Partnerships relating to the audits
of the financial statements of such Local Limited Partnerships appear in Exhibit
(28)(1) of this Report.
All other financial statement schedules and exhibits for which provision is made
in the applicable accounting regulations of the Securities and Exchange
Commission are not required under related instructions or are inapplicable and
therefore have been omitted.
(a)(3)(b) Reports on Form 8-K:
No reports on Form 8-K were filed during the quarter ended March 31,
1997.
(a)(3)(c) Exhibits
Number and Description in Accordance with
Item 601 of Regulation S-K
27. Financial Data Schedule
28. Additional Exhibits
(a) 28.1 Reports of Other Independent Auditors
(b) Audited financial statements of Local Limited Partnership
1. Prince Hall Housing Associates, L.P. ("Capitol Park")
(a)(3)(d) None.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
By: Arch Street VI, Inc.
its Managing General Partner
By: /s/William E. Haynsworth Date:
William E. Haynsworth,
Managing Director, Vice President and
Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Managing General
Partner of the Fund and in the capacities and on the dates indicated:
By: /s/William E. Haynsworth Date:
William E. Haynsworth,
Managing Director, Vice President and
Chief Operating Officer
By: /s/Fred N. Pratt, Jr. Date:
Fred N. Pratt, Jr.,
A Managing Director
<PAGE>
Item 8. Financial Statements and Supplementary Data
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 1997
INDEX
Page No.
Report of Independent Accountants
For the years ended March 31, 1997 and 1996 F-2
For the year ended March 31, 1995 F-3
Combined Financial Statements
Combined Balance Sheets - March 31, 1997 and 1996 F-4
Combined Statements of Operations - For the Years
ended March 31, 1997, 1996 and 1995 F-5
Combined Statements of Changes in Partners' Equity (Deficiency)
For the Years ended March 31, 1997, 1996 and 1995 F-7
Combined Statements of Cash Flows - For the Years
ended March 31, 1997, 1996 and 1995 F-8
Notes to Combined Financial Statements F-10
Financial Statement Schedule
Schedule III - Real Estate and Accumulated
Depreciation F-26
See also Index to Exhibits on Page K-25 for the financial statements of the
Local Limited Partnership included as a separate exhibit in this Annual Report
on Form 10-K.
Other schedules have been omitted as they are either not required or the
information required to be presented therein is available elsewhere in the
financial statements and the accompanying notes and schedules.
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Boston Financial Tax Credit Fund Plus, A Limited Partnership:
We have audited the accompanying combined balance sheets of Boston Financial Tax
Credit Fund Plus, A Limited Partnership (the "Fund") as of March 31, 1997 and
1996 and the related combined statements of operations, changes in partners'
equity (deficiency) and cash flows and the financial statement schedule listed
in Item 14(a) of this Report on Form 10-K for the years ended March 31, 1997 and
1996. These financial statements and financial statement schedule are the
responsibility of the Fund's management. Our responsibility is to express an
opinion on these financial statements and financial statement schedule based on
our audits. As of March 31, 1997 and 1996, 76% and 78%, respectively, of total
assets, and for the year ended March 31, 1997 and 1996, 88% and 83%,
respectively, of equity in losses of Local Limited Partnerships, reflected in
the financial statements of the Fund, relate to Local Limited Partnerships for
which we did not audit the financial statements. The financial statements of
these Local Limited Partnerships were audited by other auditors whose reports
have been furnished to us, and our opinion, insofar as it relates to those
investments in Local Limited Partnerships, is based solely on the reports of
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 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 combined financial position of Boston Financial Tax Credit Fund Plus, A
Limited Partnership as of March 31, 1997 and 1996 and the results of its
combined operations and its combined cash flows for the years ended March 31,
1997 and 1996, in conformity with generally accepted accounting principles. In
addition, in our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly, in all material respects, the information required to be
included therein.
/s/Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
Boston, Massachusetts
June 25, 1997
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners
Boston Financial Tax Credit Fund Plus, A Limited Partnership:
We have audited the accompanying statements of operations, changes in partners'
equity (deficiency) and cash flows of Boston Financial Tax Credit Fund Plus, A
Limited Partnership and the Texas Partnerships identified in Note 2 (combined
"the Partnerships") for the year ended March 31, 1995. These financial
statements are the responsibility of the Partnerships' management. Our
responsibility is to express an opinion on these financial statements based on
our audit. We did not audit the financial statements of certain of the Local
Limited Partnerships for the year ended March 31, 1995, the investments in which
are recorded using the equity method of accounting (see Note 2). The equity in
losses of these partnerships represents 100% of the equity in the loss of the
Local Limited Partnerships for the year ended March 31, 1995. Those financial
statements were audited by other auditors whose reports have been furnished to
us and our opinion, insofar as it relates to the amounts included for the Local
Limited Partnerships, is based solely on the reports of 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 audit and the reports of other auditors provide a reasonable
basis for our opinion.
In our opinion, based on our audit and the reports of other auditors, the
financial statements referred to above present fairly, in all material respects,
the results of operations and cash flows of Boston Financial Tax Credit Fund
Plus, for the year ended March 31, 1995, in conformity with generally accepted
accounting principles.
/s/Arthur Andersen LLP
Arthur Andersen LLP
Boston, Massachusetts
June 16, 1995
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>
COMBINED BALANCE SHEETS
March 31, 1997 and 1996
<CAPTION>
1997 1996
-------------- ---------
<S> <C> <C>
Assets
Cash and cash equivalents $ 381,519 $ 489,191
Marketable securities, at fair value (Note 3) 998,695 795,099
Other investments (Note 5) 1,325,714 1,227,001
Accounts receivable 7,943 22,188
Mortgagee escrow deposits 13,345 -
Tenant security deposits 3,639 5
Investments in Local Limited Partnerships, net of
reserve for valuation of $41,381 in 1996 (Note 4) 19,511,417 22,289,712
Rental property, at cost, net of accumulated depreciation (Note 6) 727,397 537,457
Organization costs, net of accumulated amortization
of $50,000 in 1997 and $40,833 in 1996 - 9,167
Other assets 19,505 13,075
-------------- --------------
Total Assets $ 22,989,174 $ 25,382,895
============== ==============
Liabilities and Partners' Equity
Accounts payable to affiliates (Note 7) $ 881,741 $ 685,821
Accounts payable and accrued expenses 51,702 43,908
Accrued interest 1,743 3,622
Mortgage notes payable (Note 8) 739,994 509,980
Security deposits payable 3,639 2,025
-------------- --------------
Total Liabilities 1,678,819 1,245,356
-------------- --------------
Minority interest in Local Limited Partnership (685) 21
-------------- --------------
Commitments (Note 10)
General, Initial and Investor Limited Partners' Equity 21,312,631 24,135,483
Net unrealized gain (loss) on marketable securities (1,591) 2,035
-------------- --------------
Total Partners' Equity 21,311,040 24,137,518
-------------- --------------
Total Liabilities and Partners' Equity $ 22,989,174 $ 25,382,895
============== ==============
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>
COMBINED STATEMENTS OF OPERATIONS
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
--------------- ------------ --------
<S> <C> <C> <C>
Revenue:
Rental $ 120,829 $ 242,199 $ 234,775
Investment 81,379 41,442 17,709
Other 54,937 30,802 37,843
------------- ------------ ------------
Total Revenue 257,145 314,443 290,327
------------- ------------ ------------
Expenses:
Asset management fees, related party (Note 7) 179,719 174,687 189,759
General and administrative (includes
reimbursements to an affiliate in the amount
of $92,130, $99,377 and $99,102) (Note 7) 217,169 248,974 448,469
Bad debt expense - 12,722 -
Rental operations, exclusive of depreciation 80,307 183,920 177,655
Property management fees, related party (Note 7) 8,845 4,260 26,968
Interest 34,791 69,628 67,133
Adjustment to reserve for valuation of investments
in Local Limited Partnerships - 41,381 266,668
Provision for valuation of rental property - 600,000 -
Depreciation 70,664 64,413 71,827
Amortization 41,517 43,193 36,161
------------- ------------ ------------
Total Expenses 633,012 1,443,178 1,284,640
------------- ------------ ------------
Net Loss before equity in losses of Local Limited
Partnerships, accretion of Original Issue Discount
and extraordinary item (375,867) (1,128,735) (994,313)
Equity in losses of Local Limited
Partnerships (Note 4) (2,546,404) (2,034,515) (2,048,621)
Minority interest in losses of Local
Limited Partnerships 706 262 948
------------- ------------ ------------
Net loss before accretion of Original
Issue Discount and extraordinary item (2,921,565) (3,162,988) (3,041,986)
Accretion of Original Issue Discount (Notes 2 and 5) 98,713 91,595 84,533
------------- ------------ ------------
Net loss before extraordinary item (2,822,852) (3,071,393) (2,957,453)
Extraordinary gain on cancellation
of indebtedness (Notes 8 and 9) - 643,509 -
------------- ------------ ------------
Net Loss $ (2,822,852) $ (2,427,884) $ (2,957,453)
============= ============ ============
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>
COMBINED STATEMENTS OF OPERATIONS (continued)
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
--------------- ------------ -------
Net loss before extraordinary item allocated to the Limited Partners per Limited
Partnership Unit:
<S> <C> <C> <C>
Class A Unit (34,643 Units) $ (78.15) $ (84.60) $ (81.37)
============= =========== ===========
Class B Unit (3,290 Units) $ (26.26) $ (33.07) $ (32.89)
============= =========== ===========
Extraordinary gain on cancellation of indebtedness allocated to the Limited
Partners per Limited Partnership Unit:
Class A Unit (34,643 Units) $ - $ 17.21 $ -
============== ============ ============
Class B Unit (3,290 Units) $ - $ 12.39 $ -
============== ============ ============
Net Loss per Limited Partnership Unit:
Class A Unit (34,643 Units) $ (78.15) $ (67.39) $ (81.37)
============= ============ ===========
Class B Unit (3,290 Units) $ (26.26) $ (20.68) $ (32.89)
============= ============ ===========
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>
COMBINED STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY)
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
Investor Investor Net
Initial Limited Limited Unrealized
General Limited Partners, Partners, Gains
Partners Partner Class A Class B (Losses) Totals
<S> <C> <C> <C> <C> <C> <C>
Balance at
March 31, 1994 $ (32,195) $ 5,000 $ 26,674,364 $ 2,873,651 $(183,906) $ 29,336,914
Net loss before accretion
of Original Issue
Discount (30,420) - (2,818,826) (192,740) - (3,041,986)
Accretion of Original
Issue Discount - - - 84,533 - 84,533
Net change in net unrealized
losses on marketable
securities available
for sale - - - - 138,029 138,029
---------- ------- ------------ ----------- --------- ------------
Balance at March 31, 1995 (62,615) 5,000 23,855,538 2,765,444 (45,877) 26,517,490
Net loss before accretion
of Original Issue
Discount (25,195) - (2,334,650) (159,634) - (2,519,479)
Accretion of Original
Issue Discount - - - 91,595 - 91,595
Net change in net unrealized
losses on marketable
securities available
for sale - - - - 47,912 47,912
---------- ------- ------------ ----------- --------- ------------
Balance at March 31, 1996 (87,810) 5,000 21,520,888 2,697,405 2,035 24,137,518
Net loss before accretion
of Original Issue
Discount (29,216) - (2,707,239) (185,110) - (2,921,565)
Accretion of Original
Issue Discount - - - 98,713 - 98,713
Net change in net unrealized
gains on marketable
securities available
for sale - - - - (3,626) (3,626)
---------- ------- ------------ ----------- --------- ------------
Balance at March 31, 1997 $(117,026) $ 5,000 $ 18,813,649 $ 2,611,008 $ (1,591) $ 21,311,040
========= ======= ============ =========== ========= ============
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>
COMBINED STATEMENTS OF CASH FLOWS
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
------------- ------------ -------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Loss $ (2,822,852) $ (2,427,884) $ (2,957,453)
Adjustments to reconcile net loss to net cash
used for operating activities:
Accretion of Original Issue Discount (98,713) (91,595) (84,533)
Equity in losses of Local Limited Partnerships 2,546,404 2,034,515 2,048,621
Bad debt expense - 12,722 -
Cancellation of indebtedness income - (643,509) -
Adjustment to reserve for valuation of
investments in Local Limited Partnerships - 41,381 266,668
Other - (39,896) -
Provision for valuation of rental property - 600,000 -
(Gain) loss on sales and maturities of
marketable securities (396) 18,861 213,520
Minority interest in losses of
Local Limited Partnerships (706) (262) (948)
Depreciation and amortization 112,181 107,606 107,988
Increase (decrease) in cash arising from
changes in operating assets and liabilities:
Accounts receivable 14,245 (39,569) (6,304)
Mortgagee escrow deposits (13,345) (5,379) (750)
Tenant security deposits (3,634) (91) (4,721)
Other assets (6,430) 2,874 54,184
Accounts payable to affiliates 195,920 204,058 188,681
Accounts payable and accrued expenses 7,794 (33,737) 10,781
Accrued interset (1,879) 80,645 62,437
Security deposits payable 1,614 (413) 798
------------- ------------ ------------
Net cash used for operating activities (69,797) (179,673) (101,031)
------------- ------------ ------------
Cash flows from investing activities:
Purchases of marketable securities (890,245) (1,212,343) (5,588,434)
Proceeds from sales and maturities of
marketable securities 683,419 1,681,418 10,191,420
Investments in Local Limited Partnerships - (195,000) (4,493,509)
Return of investment in Local Limited
Partnership 18,929 - -
Payment of acquisition expenses (15,990) (1,805) (2,049)
Cash distributions received from Local
Limited Partnerships 196,602 97,141 37,531
Purchase of rental property and equipment (260,604) (219,340) (41,374)
------------- ------------ ------------
Net cash provided by (used for) investing activities (267,889) 150,071 103,585
------------- ------------ ------------
Cash flows from financing activities:
Repayment of line of credit - - (345,000)
Proceeds from mortgage notes payable 233,487 160,500 38,296
Payment of mortgage notes payable (3,473) (15,242) -
Advances from General Partner - - 1,030
------------- ------------ ------------
Net cash provided by (used for) financing activities 230,014 145,258 (305,674)
------------- ------------ ------------
</TABLE>
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
<TABLE>
COMBINED STATEMENTS OF CASH FLOWS (continued)
For the Years Ended March 31, 1997, 1996 and 1995
<CAPTION>
1997 1996 1995
------------- ------------- -------
<S> <C> <C> <C>
Net increase (decrease) in cash and cash
equivalents (107,672) 115,656 (303,120)
Cash and cash equivalents, beginning of year 489,191 373,535 676,655
------------- ------------ ------------
Cash and cash equivalents, end of year $ 381,519 $ 489,191 $ 373,535
============= ============ ============
Supplemental disclosure of cash flow activity:
Cash paid for interest $ 36,670 $ 10,510 $ 4,696
============= ============ ============
</TABLE>
Non-cash disclosure:
See Note 11 for discussion on the change in control of certain Local Limited
Partnerships.
See Note 9 for information regarding cancellation of indebtedness.
The accompanying notes are an integral part of these combined
financial statements.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS
1. Organization
Boston Financial Tax Credit Fund Plus, A Limited Partnership (the "Fund") is a
Massachusetts limited partnership organized to invest in other limited
partnerships ("Local Limited Partnerships") which own and operate apartment
complexes which are eligible for low income housing tax credits which may be
applied against the federal income tax liability of an investor. The Fund also
invests in, for the benefit of the Class B Limited Partners, United States
Treasury obligations from which the interest coupons have been stripped or in
such interest coupons themselves (collectively "Treasury STRIPS"). The Fund used
approximately 28% of the Class B Limited Partners' capital contributions to
purchase Treasury STRIPS with maturities of 13 to 18 years, with a total
redemption amount equal to the Class B Limited Partners' capital contributions.
Arch Street VI, Inc., a Massachusetts corporation ("Arch Street, Inc."), is the
Managing General Partner of the Fund. Arch Street VI Limited Partnership ("Arch
Street L.P."), a Massachusetts limited partnership whose general partners
consist of Arch Street, Inc. and certain officers of Arch Street, Inc., is also
a General Partner. Both of the General Partners are affiliates of The Boston
Financial Group Limited Partnership, a Massachusetts limited partnership
("Boston Financial"). An affiliate of the General Partners ("SLP Affiliate") is
a special limited partner in each Local Limited Partnership in which the Fund
invests, with the right to become a general partner under certain circumstances.
The fiscal year of the Fund ends on March 31.
The Fund offered two classes of Limited Partnership Interests - Class A Limited
Partnership Interests, represented by Class A Units, and Class B Limited
Partnership Interests, represented by Class B Units. The capital contributions
of Class A Limited Partners available for investment by the Fund are invested
entirely in Local Limited Partnerships. The capital contributions of Class B
Limited Partners available for investment by the Fund are invested partially in
Local Limited Partnerships and partially in Treasury STRIPS.
The Partnership Agreement authorized the sale of up to 100,000 Units of limited
partnership interests ("Units") at $1,000 per Unit. Boston Financial Securities,
Inc., an affiliate of the General Partners, received selling commissions and
underwriting advisory fees in the amount of 7.0% and 1.5%, respectively, of the
Class A Gross Proceeds and 5.04% and 1.08%, respectively, of the Class B Gross
Proceeds for Units sold by the entity as a soliciting dealer. On January 11,
1994, the Fund held its final investor closing. In total, the Fund received
$34,642,300 of capital contributions, net of discounts, from investors admitted
as Class A Limited Partners for 34,643 Units and $3,290,000 of capital
contributions, net of discounts, from investors admitted as Class B Limited
Partners for 3,290 Units.
The Partnership Agreement provides that all cash available for distribution will
be allocated 99% to the Limited Partners and 1% to the General Partners. Sale or
refinancing proceeds generally will be distributed first to the Limited Partners
in an amount equal to their adjusted capital contributions, second to the
General Partners in an amount equal to their capital contributions, third to the
General Partners (after payment of the 6% return as set forth in Section 4.2.3
of the Partnership Agreement and of any accrued but unpaid Subordinated
Disposition Fee) in such amount as is necessary to cause the General Partners to
have received 5% of all distributions to the Partners and lastly, 95% to the
Limited Partners and 5% to the General Partners.
Profits and losses for tax purposes arising from general operations and tax
credits generally will be allocated 99% to the Limited Partners and 1% to the
General Partners. However, as set forth in the Partnership Agreement, profits
and losses for tax purposes arising from a sale or refinancing generally will be
allocated among the Partners in such manner as is necessary to cause their
respective capital accounts to reflect the amount that would be distributable to
them in accordance with the priorities set forth in the preceding paragraph, if
all of the Fund's assets were sold for their federal adjusted basis and the Fund
were then liquidated.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
1. Organization (continued)
All distributions of cash available for distribution or distributions of sale or
refinancing proceeds, and all allocations of profits and losses for tax purposes
from normal operations and from a sale or refinancing or of tax credits, which
are distributed or allocated to the General Partners, will be allocated 1% to
Arch Street, Inc. and 99% to Arch Street L.P.
Because each class of Limited Partners had a different amount of its capital
contribution available for investment by the Fund in Local Limited Partnerships
(100% for Class A Limited Partners and approximately 72% for Class B Limited
Partners), the two classes of Limited Partners have different percentage
participation as to cash distributions, sale or refinancing proceeds and
allocation of profits, losses and credits attributable to investments in Local
Limited Partnerships. As such, profits and losses for financial reporting
purposes are allocated 1% to the General Partners, 92.66% to the Class A Limited
Partners and 6.34% to the Class B Limited Partners. All profits and losses and
cash distributions attributable to Treasury STRIPS are allocable only to Class B
Limited Partners.
Under the terms of the Partnership Agreement, the Fund initially designated 4%
of the Adjusted Gross Proceeds (which generally means Gross Proceeds minus the
amounts committed to the acquisition of Treasury STRIPS) from the sale of Units
as a reserve for working capital of the Fund and contingencies related to
ownership of Local Limited Partnership interests. The Managing General Partner
may increase or decrease such amounts from time to time, as it deems
appropriate. At March 31, 1997, the Managing General Partner has designated
approximately $929,000 of cash, cash equivalents and marketable securities as
such Reserve.
2. Significant Accounting Policies
Basis of Presentation and Combination
The Fund accounts for its investments in Local Limited Partnerships, with the
exception of the combined entity, using the equity method of accounting, because
the Fund does not have a majority control of the major operating and financial
policies of the Local Limited Partnerships in which it invests. Under the equity
method, the investment is carried at cost, adjusted for the Fund's share of
income or loss of the Local Limited Partnership, additional investments and cash
distributions from the Local Limited Partnerships. Equity in income or loss of
the Local Limited Partnerships is included currently in the Fund's operations.
The Fund has no obligation to fund liabilities of the Local Limited Partnership
beyond its investment, therefore, a Local Limited Partnership's investment will
not be carried below zero. To the extent that equity losses are incurred when a
Local Limited Partnership's respective investment value has been reduced to
zero, the losses will be suspended to be used against future income.
Distributions received from Local Limited Partnerships whose respective
investment value has been reduced to zero are included in income.
Excess investment costs over the underlying net assets acquired have arisen from
acquisition fees paid and expenses reimbursed to an affiliate of the Fund. These
fees and expenses are included in Investments in Local Limited Partnerships and
are being amortized on a straight-line basis over 35 years.
In October of 1993, an affiliate of the Fund's Managing General Partners, BF
Texas Limited Partnership, became an additional Local General Partner in three
Local Limited Partnerships (the "Texas Partnerships"). As such, as of November
1, 1993, the Fund is deemed to have control over the Texas Partnerships. Since
the Local General Partner of the Texas Partnerships is now an affiliate of the
Fund, these combined financial statements include the detailed financial
activity of the Texas Partnerships for the year ended March 31, 1995. During the
year ended March 31, 1996, control of two of these Texas Partnerships was
transferred to unrelated parties, and as such, as of that date, these
partnerships were accounted for on the equity method (see Note 11). During the
year ended March 31, 1997, the Managing General Partner transferred all of the
assets of these two Texas Partnerships subject to their liabilities to
unaffiliated entities. Therefore, as of March 31, 1997, these Combined Financial
Statements include the financial activity of one Texas Partnership for the year
ended December 31, 1996. All significant intercompany balances and transactions
have been eliminated.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Basis of Presentation and Combination (continued)
The General Partner has decided to report results of the Local Limited
Partnerships, including the Texas Partnerships, on a 90-day lag basis, because
the Local Limited Partnerships report their results on a calendar year basis.
Accordingly, the financial information about the Local Limited Partnerships that
is included in the accompanying combined financial statements is as of December
31, 1996, 1995 and 1994. As used herein, the "Combined Entities" refers to the
Texas Partnerships, prior to the transfer of control and ownership referenced
above.
The Fund recognizes a decline in the carrying value of its investment in Local
Limited Partnerships when there is evidence of a non-temporary decline in the
recoverable amount of the investment. There is a possibility that the estimates
relating to reserves for non-temporary declines in carrying value of investments
in Local Limited Partnerships may be subject to material near term adjustments.
The Fund, as a limited partner in the Local Limited Partnerships, is subject to
risks inherent in the ownership of property which are beyond its control, such
as fluctuations in occupancy rates and operating expenses, variations in rental
schedules, proper maintenance and continued eligibility for tax credits. If the
cost of operating a property exceeds the rental income earned thereon, the Fund
may deem it in its best interest to voluntarily provide funds in order to
protect its investment.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Cash Equivalents
Cash equivalents consist of short-term money market instruments with original
maturities of 90 days or less at acquisition and approximate fair value.
Marketable Securities and Other Investments
The Fund's marketable securities are classified as "Available for Sale"
securities and reported at fair value as reported by the brokerage firm at which
the securities are held. Realized gains and losses from the sales of securities
are based on the specific identification method. Unrealized gains and losses are
excluded from earnings and reported as a separate component of partners' equity.
The Fund accounts for its investments in Treasury STRIPS, which are included in
other investments in the balance sheets, using the effective interest method of
accretion for the original issue discount. The Fund has the ability and it is
its intention to hold the Treasury STRIPS until maturity. Therefore, they are
classified as "Held to Maturity" and are carried at cost plus the adjustments
for the discount using the effective interest method.
Organization Costs
Costs incurred in connection with the organization of the Fund amounting to
$50,000 have been deferred and are being amortized on a straight-line basis over
60 months.
Rental Property
Real estate and personal property of the Combined Entity are recorded at the
lower of depreciated cost or net realizable value. Valuation allowances are
established when the carrying value of such assets exceeds their estimated
recoverable amounts. Depreciation is computed using the straight-line method
over the estimated useful lives of the assets of 7 to 40 years. Maintenance and
repairs are charged to expense as incurred.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
2. Significant Accounting Policies (continued)
Rental Income
Rental income, principally from short-term leases on the Combined Entity's
apartment units, is recognized as income under the accrual method of accounting
as rents become due.
Effect of recently issued Accounting Standard
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived Assets
and for Long-Lived Assets to Be Disposed Of, which is effective for fiscal years
beginning after December 15, 1995. This standard requires that the carrying
values of long-lived assets be reviewed for recoverability. Impairment losses
are recognized when events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. The Fund adopted the new
standard for its year ending March 31, 1997. During the year ended December 31,
1996, one of the Local Limited Partnerships incurred an impairment loss brought
about by the adoption of the new standard.
Fair Value of Financial Instruments
Statements of Financial Accounting Standards No. 107 ("SFAS No. 107"),
Disclosures About Fair Value of Financial Instruments, requires disclosure of
the fair value of most on- and off-balance sheet financial instruments for which
it is practicable to estimate that value. The scope of SFAS No. 107 excludes
certain financial instruments, such as trade receivables and payables when the
carrying value approximates the fair value and investments accounted for under
the equity method, and all nonfinancial assets, such as real property. The fair
values of the Partnership's assets and liabilities, except as discussed in Note
8, which qualify as financial instruments under SFAS No. 107, approximate their
carrying amounts in the accompanying balance sheets.
Income Taxes
No provision for income taxes has been made as the liability for such taxes is
an obligation of the partners of the Fund.
Reclassifications
Certain amounts in the prior year financial statements have been reclassified
herein to conform to current year presentation.
3. Marketable Securities
<TABLE>
A summary of marketable securities is as follows:
<CAPTION>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt securities issued by
the US Treasury and
other US Government agencies $ 901,810 $ 2,209 $ (1,839) $ 902,180
.
Mortgage backed securities 72,696 - (1,862) 70,834
Other debt securities 25,780 2 (101) 25,681
----------- --------- ---------- -----------
Marketable securities
at March 31, 1997 $ 1,000,286 $ 2,211 $ (3,802) $ 998,695
=========== ========= ========== ===========
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
3. Marketable Securities (continued)
<TABLE>
<CAPTION>
Gross Gross
Unrealized Unrealized Fair
Cost Gains Losses Value
<S> <C> <C> <C> <C>
Debt securities issued by
the US Treasury and
other US Government agencies $ 609,683 $ 4,055 $ (30) $ 613,708
Mortgage backed securities 31,122 - (783) 30,339
Other debt securities 152,259 - (1,207) 151,052
----------- --------- ---------- -----------
Marketable securities
at March 31, 1996 $ 793,064 $ 4,055 $ (2,020) $ 795,099
=========== ========= ========== ===========
</TABLE>
The contractual maturities at March 31, 1997 are as follows:
Fair
Cost Value
Due in less than one year $ 526,426 $ 527,608
Due in one year to five years 401,164 400,253
Mortgage backed securities 72,696 70,834
----------- -----------
$ 1,000,286 $ 998,695
=========== ===========
Actual maturities may differ from contractual maturities because some borrowers
have the right to call or prepay obligations. Proceeds from sales and maturities
of securities were approximately $683,000, $1,681,000 and $10,191,000 in fiscal
years 1997, 1996 and 1995, respectively. Gross gains of $1,252, $538 and $2,055
and gross losses of $856, $19,399 and $215,575 were realized on these sales in
fiscal years 1997, 1996 and 1995, respectively, and are included in investment
income in the combined statements of operations.
4. Investments in Local Limited Partnerships
The Fund uses the equity method to account for its limited partner interests in
twenty-six Local Limited Partnerships, excluding the Combined Entities (see Note
11) and Villas de Montellano, which was disposed of in fiscal year 1996. Each of
these Local Limited Partnerships own and operate multi-family housing complexes,
most of which are government assisted. The Fund, as Investor Limited Partner
pursuant to the various Local Limited Partnership Agreements, has generally
acquired a 99% interest, except for Livingston Arms, Metropolitan and New Garden
Place, in which an 82% , 98.75% and 97.9% interest has been acquired,
respectively, in the profits, losses, tax credits and cash flows from operations
of each of the Local Limited Partnerships. Upon dissolution, proceeds will be
distributed according to each respective partnership agreement.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
4. Investments in Local Limited Partnerships (continued)
<TABLE>
The following is a summary of Investments in Local Limited Partnerships,
excluding the Combined Entities, for the years ended March 31:
<CAPTION>
1997 1996 1995
-------------- --------------- ----------
<S> <C> <C> <C>
Capital contributions paid to Local Limited
Partnerships and purchase price paid to
withdrawing partners of Local Limited
Partnerships $ 28,192,878 $ 28,364,048 $ 28,450,808
Cumulative equity in losses of Local Limited
Partnerships (excluding cumulative unrecognized
losses of $1,114,301 in 1997) (9,388,746) (6,956,866) (4,807,829)
Cash distributions received from Local Limited
Partnerships (331,284) (134,682) (37,541)
-------------- --------------- -------------
Investments in Local Limited Partnerships
before adjustments 18,472,848 21,272,500 23,605,438
Excess of investment cost over the underlying net assets acquired:
Acquisition fees and expenses 1,168,545 1,156,686 1,259,567
Accumulated amortization of acquisition
fees and expenses (129,976) (98,093) (64,901)
------------- --------------- -------------
19,511,417 22,331,093 24,800,104
Reserve for valuation - (41,381) (538,668)
------------- --------------- -------------
Investments in Local Limited Partnerships $ 19,511,417 $ 22,289,712 $ 24,261,436
============= =============== =============
</TABLE>
During the year ended March 31, 1994, the Managing General Partner exercised its
rights under the Repurchase Agreement made with the Local General Partner of
Villas de Montellano and requested the repayment of the capital contributions
advanced by the Fund and of certain expenses associated with this Local Limited
Partnership investment. In May and August of 1994, the Local General Partner and
the Guarantor of the Local General Partner, respectively, filed for bankruptcy
and it is unlikely that they will meet all of their obligations under the
Repurchase Agreement. In addition, the Managing General Partner of the Fund
elected to abandon its interest in the property through a quit claim deed to the
Local General Partner which has been executed. As a result of these
circumstances, during the year ended March 31, 1995, the Fund established a
reserve for valuation of investments in Local Limited Partnerships equal to the
investment in Villas de Montellano. At March 31, 1996, the Fund wrote off its
investment in Villas de Montellano against the established reserve due to the
remote possibility of recovery.
On September 1, 1995, Village Oaks, a Texas Partnership, transferred its assets
and liabilities to Texas Properties Limited Partnership VI, a Massachusetts
Limited Partnership, also known as Leatherwood Terrace ("Leatherwood"), a
Partnership of which the managing general partner is affiliated with the Fund's
Managing General Partner. Leatherwood continues to be presented on a combined
basis with the Fund.
As discussed in Notes 2 and 11, on May 31, 1996, the Managing General Partner
transferred all of the assets of two of the Texas Partnerships (Tamaric and
Northwest) subject to their liabilities to unaffiliated entities.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
4. Investments in Local Limited Partnerships (continued)
Summarized financial information for each of the three years ended December 31,
1996, 1995 and 1994 (due to the Fund's policy of reporting the financial
information of its Local Limited Partnership interests on a 90 day lag basis) of
all Local Limited Partnerships in which the Fund has invested (excluding the
Combined Entities) is as follows:
<TABLE>
Summarized Balance Sheets - as of December 31,
<CAPTION>
1996 1995 1994
----------------- ---------------- ---------
<S> <C> <C> <C>
Assets:
Investment property, net $ 74,654,414 $ 79,965,584 $ 82,145,674
Current assets 1,297,435 1,229,803 1,676,067
Other assets 5,621,032 5,791,489 5,495,171
------------ ------------ ------------
Total Assets $ 81,572,881 $ 86,986,876 $ 89,316,912
============ ============ ============
Liabilities and Partners' Equity:
Current liabilities (includes current portion
of long-term debt) $ 4,132,210 $ 4,198,027 $ 5,181,922
Long-term debt 56,134,225 57,556,933 54,916,942
Other debt 2,245,256 2,013,530 3,686,772
------------ ------------ ------------
Total Liabilities 62,511,691 63,768,490 63,785,636
Fund's Equity 17,448,026 21,272,482 23,190,035
Other Partners' Equity 1,613,164 1,945,904 2,341,241
------------ ------------ ------------
Total Liabilities and Partners' Equity $ 81,572,881 $ 86,986,876 $ 89,316,912
============ ============ ============
Summarized Income Statements -
for the years ended December 31,
Rental and other income $ 10,410,334 $ 10,372,306 $ 8,525,642
------------ ------------ ------------
Expenses:
Operating 7,389,352 5,586,071 4,634,872
Interest 3,775,340 3,862,343 3,370,874
Depreciation and amortization 2,952,750 2,996,711 2,604,952
------------ ------------ ------------
Total Expenses 14,117,442 12,445,125 10,610,698
------------ ------------ ------------
Net Loss $ (3,707,108) $ (2,072,819) $ (2,085,056)
============ ============ ============
Fund's share of net loss $ (3,660,705) $ (2,034,515) $ (2,048,621)
============ ============ ============
Other Partners' share of net loss $ (46,403) $ (38,304) $ (36,435)
============ ============ ============
</TABLE>
For the year ended March 31, 1997, the Fund has not recognized $1,114,301 of
equity in losses relating to a Local Limited Partnership in which cumulative
equity in losses have exceeded its total investment.
The Fund's equity as reflected by the Local Limited Partnerships of $17,448,026
differs from the Fund's investments in Local Limited Partnerships before
adjustment of $18,472,848 primarily because of unrecognized losses as described
above and distributions received by the Partnership subsequent to December 31,
1996 which will not be recorded by the Local Limited Partnerships until 1997.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
5. Other Investments
Other investments consists of the aggregate cost of the Treasury STRIPS
purchased by the Fund for the benefit of the Class B Limited Partners. The
amortized cost at March 31, 1997 and 1996 is composed of the following:
<TABLE>
<CAPTION>
1997 1996
------------ -------
<S> <C> <C>
Aggregate cost of Treasury STRIPS $ 918,397 $ 918,397
Accumulated accretion of
Original Issue Discount 407,317 308,604
----------- -----------
$ 1,325,714 $1,227,001
=========== ==========
</TABLE>
The fair value of these securities at March 31, 1997 is $1,437,715. Maturity
dates for the STRIPS range from February 15, 2007 to May 15, 2010 with a final
maturity value of $3,290,000.
6. Rental Property
Real estate and personal property belonging to the Texas Partnership at
December 31, 1996 and 1995 is as follows:
<TABLE>
<CAPTION>
1996 1995
---------- -------
<S> <C> <C>
Land $ 20,000 $ 20,000
Building and improvements 1,361,444 1,137,575
Equipment 165,316 128,581
----------- -----------
1,546,760 1,286,156
Less: Accumulated depreciation (219,363) (148,699)
Reserve for impairment (600,000) (600,000)
----------- -----------
Total $ 727,397 $ 537,457
=========== ===========
</TABLE>
7. Transactions with Affiliates
In accordance with the Partnership Agreement, the Fund is required to pay
acquisition fees to and reimburse acquisition expenses of the Managing General
Partner or its affiliates for selecting, evaluating, structuring, negotiating
and closing the Fund's investments in Local Limited Partnerships. Acquisition
fees totaled 7.0% of Adjusted Gross Proceeds. Acquisition expenses did not
exceed 1.5% of Adjusted Gross Proceeds. Acquisition fees totaling $2,590,827
(prior to the write off of Villas de Montellano and the two Texas Partnerships)
have been paid to an affiliate of the Managing General Partner for the closing
of the Fund's Local Limited Partnership Investments; $2,138,541 of these fees
are classified as capital contributions to Local Limited Partnerships in Note 4
to the Financial Statements. Acquisition expenses totaling $825,516 at March 31,
1997 were incurred and have been reimbursed to an affiliate of the Managing
General Partner.
An affiliate of the Managing General Partner currently receives the base amount
of $6,320 per Local Limited Partnership (as adjusted by the CPI factor) annually
as the Asset Management Fee for administering the affairs of the Fund. Included
in the combined statements of operations for the years ended March 31, 1997,
1996 and 1995 is $179,719, $174,687 and $189,759, respectively, of fees earned
by the affiliate. At March 31, 1997 and 1996, the affiliate is due $858,835 and
$679,116, respectively, for these fees.
An affiliate of the Managing General Partner is reimbursed for the actual cost
of the Fund's operating expenses. Included in general and administrative
expenses for the years ended March 31, 1997, 1996, and 1995 is $92,130, $99,377
and $99,102, respectively, that has been paid or is payable by the Fund as
reimbursements for salaries and benefits expenses. At March 31, 1997 and 1996,
$21,667 and $11,370, respectively, is payable to an affiliate of the Managing
General Partner.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
7. Transactions with Affiliates (continued)
Boston Financial Property Management ("BFPM"), an affiliate of the Managing
General Partner, currently manages Pilot House and Preston Place, properties in
which the Fund has invested. Included in operating expenses in the summarized
income statements in Note 4 to the Financial Statements is $56,739, $58,363 and
$46,345 of fees earned by BFPM for the years ended December 31, 1996, 1995 and
1994, respectively.
Lansing Management Company ("LMC"), an affiliate of the Managing General
Partner, currently manages Linden Square, a property in which the Fund has
invested. Included in operating expenses in the summarized income statements in
Note 4 to the financial statements is $33,120, $32,442 and $3,337 of fees earned
by LMC for the years ended December 31, 1996, 1995 and 1994, respectively.
LMC is also the management agent for the Texas Partnerships. Included in the
combined statements of operations is $8,845, $4,260 and $26,968 of fees earned
by BFPM for the years ended December 31, 1996, 1995 and 1994, respectively.
During 1995, a provision in the Combined Entities workout agreement came into
effect which prohibited this fee from being charged. This provision ended during
1996, and fees were again charged. Included in accounts payable to affiliates at
March 31, 1997 and 1996 is $1,239 and $2,835, respectively, of property
management fees due to an affiliate of the Managing General Partner.
8. Mortgage Notes Payable
During 1995, Village Oaks transferred its obligation to Rural Economic and
Community Development, now Rural Development ("RD"), formerly the Farmers Home
Administration of the U.S. Department of Agriculture, in the amount of $794,855
to Texas Properties Limited Partnership VI, also known as Leatherwood Terrace
("Leatherwood"), a partnership of which the managing general partner is
affiliated with the Fund's Managing General Partner. In conjunction with this
transfer, Leatherwood and RD entered into a new loan agreement for $350,000
which resulted in a cancellation of indebtedness of $444,855.
In addition, a rehabilitation loan in the amount of $393,987 was approved by RD
to complete various rehabilitations and renovations of Leatherwood. At December
31, 1996, the rehabilitations and renovations were complete, therefore the loan
was converted to a note payable to RD.
The mortgage notes payable to RD require monthly principal and interest payments
of $2,153 and mature in 2030. Leatherwood and RD have entered into an Interest
Credit and Rental Assistance Agreement which provides for an effective interest
rate of 1 percent, plus all rental income over basic rents as determined by RD.
During the years ended December 31, 1996 and 1995, $3,473 and $520,
respectively, of principal payments had been paid on the mortgage notes. The
notes are collateralized by all property of Leatherwood.
Minimum principal payments on these notes to maturity as of December 31, 1996
are as follows:
1997 $ 5,085
1998 5,479
1999 5,905
2000 6,363
2001 6,857
Thereafter 710,305
----------
$ 739,994
Due to the unavailability of information on similar loans, it is not practicable
to determine the fair value of these mortgage loans.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
9. Former general partner loan
A general partner loan in the amount of $198,654 represented a loan made to
Village Oaks by the original Local General Partner to pay rehabilitation costs.
The loan was uncollateralized, non-interest bearing and had no maturity date.
Upon transfer of the Village Oaks interest to Leatherwood during fiscal 1996,
this debt was forgiven by the Local General Partner and included in cancellation
of indebtedness income in the Combined Financial Statements.
10. Commitments
At March 31, 1997, the Fund has committed to make future capital contributions
and pay future purchase price installments on its investments in Local Limited
Partnerships. These future payments are contingent upon the achievement of
certain criteria as set forth in the Local Limited Partnership Agreements and
total $400,000.
11. Liquidation of Interests in Local Limited Partnerships
As previously reported, the Managing General Partner transferred all of the
assets of two of the Texas Partnerships subject to their liabilities to
unaffiliated entities. The two Texas Partnerships (Tamaric and Northwest) were
transferred to new owners effective May 31, 1996.
Negotiations between the Managing General Partner, the lender and prospective
buyers have continued through the past quarter resulting in a revised
disposition plan for the remaining Texas Partnership. The new plan will transfer
title to the remaining property (Leatherwood) to an unaffiliated buyer. If
negotiations continue as expected, this transfer will occur during the third
quarter of 1997. For tax purposes, this event will result in both Section 1231
Gain and Cancellation of Indebtedness income. In addition, the transfer of
ownership will result in nominal recapture of tax credits, since Leatherwood
represents only 0.6% of the Partnership's tax credits. For financial reporting
purposes, Leatherwood's real estate has been written down to its estimated fair
value.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
12. Federal Income Taxes
A reconciliation of the loss reported in the Combined Statements of Operations
for the years ended March 31, 1997, 1996 and 1995 to the loss reported for
federal income tax purposes for the years ended December 31, 1996, 1995 and 1994
is as follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------- -------------- ---------
<S> <C> <C> <C>
Net Loss per Combined Statement of Operations $ (2,822,852) $ (2,427,884) $ (2,957,453)
Adjustment to reflect March 31 fiscal year end
to December 31 tax year end (26,333) (80,602) 120,944
Adjustment for equity in losses of Local Limited
Partnerships for tax purposes under (over) equity
in losses for financial reporting purposes 1,347,065 (287,257) (556,498)
Equity in loss of Local Limited Partnership
not recognized for financial reporting purposes (1,114,301) - -
Provision for valuation of Investments in
Local Limited Partnerships not deductible
for tax purposes - 41,381 266,668
Loss on write-off of Villas de Montellano recorded as
a loss for tax purposes and a reversal of the
provision for valuation of Investments in Local
Limited Partnership for financial reporting purposes - (538,686) -
Expenses deductible for financial reporting (tax)
purposes not deductible for
(financial reporting) tax purposes (13,456) 13,456 -
Related party expenses not paid at December 31,
not deductible for tax purposes 177,436 179,076 185,680
Adjustment for amortization for financial reporting
purposes over amortization for tax purposes (10,204) (8,869) (7,204)
------------ ------------ ------------
Net Loss for federal income tax purposes $ (2,462,645) $ (3,109,385) $ (2,947,863)
============ ============ ============
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
12. Federal Income Taxes (continued)
The differences of the assets and liabilities of the Fund for financial
reporting purposes and tax reporting purposes for the year ended March 31, 1997
are as follows:
<TABLE>
<CAPTION>
Financial Tax
Reporting Reporting
Purposes Purposes Differences
<S> <C> <C> <C>
Investments in Local Limited Partnerships $ 19,511,417 $ 18,726,513 $ 784,904
============= ============= ================
Other assets $ 3,477,757 $ 7,767,299 $ (4,289,542)
============= ============= ================
Liabilities $ 1,678,819 $ 20,661 $ 1,658,158
============= ============= ================
</TABLE>
The differences in the assets and liabilities of the Fund for financial
reporting purposes are primarily attributable to: i) for financial reporting
purposes, the Fund combines the financial statements of one Local Limited
Partnership with its financial statements; for tax purposes, this entity is
carried on the equity method; ii) the cumulative equity in loss from Local
Limited Partnerships, including the Combined Entity, for tax reporting purposes
is approximately $824,000 greater than for financial reporting purposes,
including approximately $1,114,000 of losses the Fund has not recognized
relating to one Local Limited Partnership whose cumulative equity in losses
exceeded its total investment; iii) organizational and offering costs of
approximately $5,132,000 that have been capitalized for tax reporting purposes
but are charged to Limited Partners' equity for financial reporting purposes;
and iv) related party expenses which are deductible for financial reporting
purposes of approximately $859,000 but which are not deductible for tax
reporting purposes.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
13. Supplemental Combining Schedules
<TABLE>
Balance Sheets
<CAPTION>
Boston Financial Texas
Tax Credit Partnership Combined
Fund Plus (A) (B) Eliminations (A)
<S> <C> <C> <C> <C>
Assets
Cash and cash equivalents $ 381,187 $ 332 $ - $ 381,519
Marketable securities, at fair value 998,695 - - 998,695
Other investments 1,325,714 - - 1,325,714
Accounts receivable 8,492 7,943 (8,492) 7,943
Mortgagee escrow deposits - 13,345 - 13,345
Tenant security deposits - 3,639 - 3,639
Investments in Local Limited
Partnerships 19,488,414 - 23,003 19,511,417
Rental property at cost, net of
accumulated depreciation - 727,397 - 727,397
Other assets 18,349 1,156 - 19,505
------------- ------------- ------------- -------------
Total Assets $ 22,220,851 $ 753,812 $ 14,511 $ 22,989,174
============= ============= ============= =============
Liabilities and Partners' Equity (Deficiency)
Accounts payable to affiliates $ 880,502 $ 9,731 $ (8,492) $ 881,741
Accounts payable and accrued
expenses 29,309 22,393 - 51,702
Accrued interest - 1,743 - 1,743
Mortgage notes payable - 739,994 - 739,994
Security deposits payable - 3,639 - 3,639
------------- ------------ ------------- -------------
Total Liabilities 909,811 777,500 (8,492) 1,678,819
------------- ------------ ------------- -------------
Minority interest in Local Limited
Partnership - - (685) (685)
------------- ------------ ------------- -------------
General, Initial and Investor
Limited Partners' Equity (Deficiency) 21,312,631 (23,688) 23,688 21,312,631
Net unrealized loss on
marketable securities (1,591) - - (1,591)
------------- ------------ ------------- -------------
Total Partners' Equity (Deficiency) 21,311,040 (23,688) 23,688 21,311,040
------------- ------------ ------------- -------------
Total Liabilities and
Partners' Equity (Deficiency) $ 22,220,851 $ 753,812 $ 14,511 $ 22,989,174
============= ============ ============= =============
</TABLE>
(A) As of March 31, 1997. (B) As of December 31, 1996 - See Note 2.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
13. Supplemental Combining Schedules (continued)
<TABLE>
Statements of Operations
<CAPTION>
Boston Financial Texas
Tax Credit Partnership Combined
Fund Plus (A) (B) Eliminations (A)
<S> <C> <C> <C> <C>
Revenue:
Rental $ - $ 120,829 $ - $ 120,829
Investment 81,321 58 - 81,379
Other 51,862 3,075 - 54,937
------------ ------------- ------------- -------------
Total Revenue 133,183 123,962 - 257,145
------------ ------------- ------------- -------------
Expenses:
Asset management fees, related party 179,719 - - 179,719
General and administrative 217,169 - - 217,169
Rental operations, exclusive of
depreciation - 80,307 - 80,307
Property management fees, related party - 8,845 - 8,845
Interest - 34,791 - 34,791
Depreciation - 70,664 - 70,664
Amortization 41,517 - - 41,517
------------ ------------- ------------- -------------
Total Expenses 438,405 194,607 - 633,012
------------ ------------- ------------- -------------
Net loss before equity in losses of
Local Limited Partnerships and
accretion of Original Issue
Discount (305,222) (70,645) - (375,867)
Equity in losses of
Local Limited Partnerships (2,616,343) - 69,939 (2,546,404)
Minority interest in loss of
Local Limited Partnership - - 706 706
------------ ------------- ------------- -------------
Net Loss before accretion of
Original Issue Discount (2,921,565) (70,645) 70,645 (2,921,565)
Accretion of Origninal Issue Discount 98,713 - - 98,713
------------ ------------- ------------- -------------
Net Loss $ (2,822,852) $ (70,645) $ 70,645 $ (2,822,852)
============ ============ ============= ============
</TABLE>
(A) For the year ended March 31, 1997. (B) For the year ended December 31, 1996
- - See Note 2.
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
13. Supplemental Combining Schedules (continued)
<TABLE>
Statements of Cash Flows
<CAPTION>
Boston Financial Texas
Tax Credit Partnership Combined
Fund Plus (A) (B) Eliminations (A)
<S> <C> <C> <C> <C>
Cash flows from operating activities:
Net Loss $ (2,822,852) $ (70,645) $ 70,645 $ (2,822,852)
Adjustments to reconcile net loss
to net cash provided by (used for)
operating activities:
Accretion of Original
Issue Discount (98,713) - - (98,713)
Equity in losses of Local Limited
Partnerships 2,616,343 - (69,939) 2,546,404
Gain on sales and maturities of
marketable securities (396) - - (396)
Minority interest in loss of
Local Limited Partnership - - (706) (706)
Depreciation and amortization 41,517 70,664 - 112,181
Increase (decrease) in cash
arising from changes in operating
assets and liabilities:
Accounts receivable - 14,245 - 14,245
Mortgagee escrow deposits - (13,345) - (13,345)
Tenant security deposits - (3,634) - (3,634)
Other assets (5,274) (1,156) - (6,430)
Accounts payable to affiliates 197,516 (1,596) - 195,920
Accounts payable and accrued
expenses (5,858) 13,652 - 7,794
Accrued interest - (1,879) - (1,879)
Security deposits payable - 1,614 - 1,614
-------------- ------------ -------------- ----------------
Net cash provided by (used for)
operating activities (77,717) 7,920 - (69,797)
-------------- ------------ -------------- ----------------
Cash flows from investing activities:
Purchases of marketable securities (890,245) - - (890,245)
Proceeds from sales and maturities
of marketable securities 683,419 - - 683,419
Return of investment in Local Limited
Partnership 18,929 - - 18,929
Payment of acquisition expenses (15,990) - - (15,990)
Cash distributions received from
Local Limited Partnerships 196,602 - - 196,602
Purchase of rental property and
equipment - (260,604) - (260,604)
-------------- ------------ -------------- ----------------
Net cash used for investing activities (7,285) (260,604) - (267,889)
-------------- ------------ -------------- ----------------
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDIT FUND PLUS, A LIMITED PARTNERSHIP
NOTES TO THE COMBINED FINANCIAL STATEMENTS (continued)
13. Supplemental Combining Schedules (continued)
<TABLE>
Statements of Cash Flows (continued)
<CAPTION>
Boston Financial Texas
Tax Credit Partnership Combined
Fund Plus (A) (B) Eliminations (A)
<S> <C> <C> <C> <C>
Cash flows from financing activities:
Proceeds from mortgage notes payable - 233,487 - 233,487
Payment of mortgage notes payable - (3,473) - (3,473)
-------------- ------------ -------------- ----------------
Net cash provided by financing
activities - 230,014 - 230,014
-------------- ------------ -------------- ----------------
Net decrease in cash and
cash equivalents (85,002) (22,670) - (107,672)
Cash and cash equivalents, beginning 466,189 23,002 - 489,191
-------------- ------------ -------------- ----------------
Cash and cash equivalents, ending $ 381,187 $ 332 $ - $ 381,519
============== ============ ============== ================
</TABLE>
(A) For the year ended March 31, 1997. (B) For the year ended December 31, 1996
- - See Note 2.
<PAGE>
Boston Financial Tax Credit Fund Plus, A Limited Partnership
Schedule III - Real Estate and Accumulated Depreciation
of Property owned by Local Limited Partnerships in
which Registrant has invested at March 31, 1997
<TABLE>
<CAPTION>
COST OF INTEREST AT ACQU'N DATE
------------------------------------------------------
NET IMPROVEMENTS
NUMBER TOTAL BUILDINGS / CAPITALIZED
OF ENCUM- IMPROVEMENTS SUBSEQUENT TO
DESCRIPTION UNITS BRANCES*** LAND & EQUIPMENT ACQUISITION
Low and Moderate
Income Apartment Complexes
<S> <C> <C> <C> <C> <C>
Village Oaks/Leatherwood 40 739,994 20,000 1,005,525 521,235
(4)
Yoakum, TX
Tamaric Apartments (3)
Cedar Park, TX
Northwest Apartments (3)
Georgetown, TX
Pilot House 132 3,312,571 382,800 5,680,595 25,416
Newport News, VA
Jardines 60 2,626,623 90,000 3,204,272 32,758
Juncos,Puerto Rico
Livingston Arms 25 543,383 50,820 1,827,287 (23,683)
Poughkeepsie, NY
Broadway Towers 92 6,019,855 352,627 6,929,593 135,213
Revere, MA
Pheonix Housing 40 1,970,000 46,000 2,563,267 4,755
Moorhead, MN
Cottages of Aspen 114 4,800,000 413,024 4,375,829 1,262,440
Oakdale, MN
45th & Vincennes 19 677,485 5,173 1,320,445 27,647
Chicago, IL
Long Creek Court 14 555,936 20,000 686,849 8,779
Kittrell, NC
Atkins Glen 24 959,375 18,000 1,032,162 131,176
Stoneville, NC
Tree Trail 108 2,698,463 160,000 5,076,748 (213,030)
Gainesville, FL
Meadow Wood 88 2,695,743 240,300 4,175,452 (152,231)
Smyrna,TN
Primrose 48 1,106,063 234,269 1,704,025 (52,162)
Grand Forks, ND
Sycamore 48 1,287,938 143,966 1,677,505 186,911
Sioux Falls, SD
Preston Place 120 3,252,334 1,147,522 4,402,487 298,744
Winchester, VA
Kings Grant Court 36 914,846 43,000 1,664,102 10,726
Statesville, NC
Chestnut Plains 24 611,612 29,750 935,968 5,065
Winston-Salem, NC
Capital Park (5) 184 1,570,000 25,531 3,164,732 (2,453,319)
Oklahoma City, OK
Bancroft Street 97 1,364,959 51,289 2,366,139 23,119
Toledo, OH
Hudson Square 82 927,939 16,500 1,325,732 4,319
Baton Rouge, LA
Walker Woods II 19 852,262 120,263 1,292,998 1,671
Dover, DE
Vista Villa 100 4,612,432 10 3,475,268 2,942,213
Saginaw County, MI
Metropolitan Apartments 69 2,074,978 40,000 2,569,593 1,920,316
Chicago, IL
Carolina Woods II 40 929,233 100,189 694,813 1,011,026
Greensboro, NC
Linden Square 120 5,453,467 285,000 767,091 5,846,800
Genesee County, MI
New Garden Place 76 2,292,852 95,000 3,396,078 0
Gilmer, NC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COST OF INTEREST AT ACQU'N DATE
------------------------------------------------------
NET IMPROVEMENTS
NUMBER TOTAL BUILDINGS / CAPITALIZED
OF ENCUM- IMPROVEMENTS SUBSEQUENT TO
DESCRIPTION UNITS BRANCES*** LAND & EQUIPMENT ACQUISITION
Low and Moderate
Income Apartment Complexes
<S> <C> <C> <C> <C> <C>
Findley Place Apts 89 2,885,000 64,787 3,465,022 111,827
Minneapolis, MN
---------------------------------------------------------------------------------
SUBTOTAL 1,908 57,735,343 4,195,820 70,779,577 11,617,731
LESS:
Combined Entity 40 739,994 20,000 1,005,525 521,235
---------------------------------------------------------------------------------
$1,868 $56,995,349 $4,175,820 $69,774,052 $11,096,496
=================================================================================
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1996 LIFE ON WHICH
-------------------------------------------------------
BUILDINGS DEPRECIATION
LAND AND AND ACCUMULATED DATE IS COMPUTED DATE
DESCRIPTION IMPROVE IMPROVE TOTAL DEPRECIATION BUILT (YEARS) ACQUIRED
- ----------- -------- -------- ----- ------------ ----- ------- --------
MENTS MENTS
----- -----
Low and Moderate
Income Apartment Complexes
<S> <C> <C> <C> <C> <C> <C> <C>
Village 20,000 1,526,760 1,546,760 819,363 04/24/92 Useful Lives 12/23/91
Oaks/Leatherwood (4)
Yoakum, TX
Tamaric Apartments (3)
Cedar Park, TX
Northwest Apartments (3)
Georgetown, TX
Pilot House 382,800 5,706,011 6,088,811 743,525 12/31/92 8, 20, 40 02/25/92
Newport News, VA
Jardines 90,000 3,237,030 3,327,030 489,525 02/28/92 5, 35 04/14/92
Juncos,Puerto Rico
Livingston Arms 50,820 1,803,604 1,854,424 300,482 05/01/92 5-7, 27.5 05/01/92
Poughkeepsie, NY
Broadway Towers 352,627 7,064,806 7,417,433 1,017,971 09/30/91 5-10, 40 06/02/92
Revere, MA
Pheonix Housing 46,000 2,568,022 2,614,022 302,964 09/30/92 10, 40 07/06/92
Moorhead, MN
Cottages of Aspen 273,023 5,778,270 6,051,293 834,189 11/30/92 7, 15-27.5 07/02/92
Oakdale, MN
45th & Vincennes 5,173 1,348,092 1,353,265 224,783 01/04/93 Useful Lives 06/26/92
Chicago, IL
Long Creek Court 27,551 688,077 715,628 78,643 01/01/92 Useful Lives 07/01/92
Kittrell, NC
Atkins Glen 14,000 1,167,338 1,181,338 114,251 01/15/93 Useful Lives 07/01/92
Stoneville, NC
Tree Trail 160,000 4,863,718 5,023,718 799,908 12/18/92 10, 30 10/30/92
Gainesville, FL
Meadow Wood 240,300 4,023,221 4,263,521 719,453 07/20/92 10, 30 10/30/92
Smyrna,TN
Primrose 181,829 1,704,303 1,886,132 174,354 12/28/92 7, 40 12/09/92
Grand Forks, ND
Sycamore 143,966 1,864,416 2,008,382 205,304 02/28/93 7, 40 12/17/92
Sioux Falls, SD
Preston Place 1,153,863 4,694,890 5,848,753 624,721 10/01/93 8, 20, 40 12/21/92
Winchester, VA
Kings Grant Court 43,000 1,674,828 1,717,828 316,701 07/30/92 15 - 27.5 12/23/92
Statesville, NC
Chestnut Plains 29,750 941,033 970,783 175,609 09/30/90 5, 10, 40 12/24/92
Winston-Salem, NC
Capital Park (5) 25,881 711,063 736,944 69,152 11/15/90 5, 7, 27.5 02/10/93
Oklahoma City, OK
Bancroft Street 51,289 2,389,258 2,440,547 360,743 12/18/92 Useful Lives 12/31/92
Toledo, OH
Hudson Square 16,500 1,330,051 1,346,551 223,256 11/30/92 4-10, 27.5 03/08/93
Baton Rouge, LA
Walker Woods II 233,263 1,181,669 1,414,932 192,396 10/29/93 7, 16, 27.5 06/11/93
Dover, DE
Vista Villa 773,930 5,643,561 6,417,491 687,412 10/20/94 5-7, 15, 27.5 08/04/93
Saginaw County, MI
Metropolitan Apts. 40,000 4,489,909 4,529,909 542,692 08/30/94 Useful Lives 08/19/93
Chicago, IIL
Carolina Woods II 100,189 1,705,839 1,806,028 102,702 08/19/94 Useful Lives 10/11/93
Greensboro, NC
Linden Square 313,500 6,585,391 6,898,891 380,483 12/31/94 Useful Lives 10/29/93
Genesee County, MI
New Garden Place 186,314 3,304,764 3,491,078 373,064 08/15/94 7, 15, 27.5 06/24/94
Gilmer, NC
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
GROSS AMOUNT AT WHICH CARRIED AT DECEMBER 31, 1996 LIFE ON
-------------------------------------------------------
WHICH
BUILDINGS DEPRECIATION
LAND AND AND ACCUMULATED DATE IS COMPUTED DATE
DESCRIPTION IMPROVEMENTS IMPROVEMENTS TOTAL DEPRECIATION BUILT (YEARS) ACQUIRED
- ----------- ------------ ------------ ----- ------------ ----- ------- --------
Low and Moderate
Income Apartment Complexes
<S> <C> <C> <C> <C> <C> <C> <C>
Findley Place Apts 120,737 3,520,899 3,641,636 337,671 11/28/94 5-7, 15, 27.5 07/15/94
Minneapolis, MN
-------------------------------------------------------
SUBTOTAL 5,076,305 81,516,823 86,593,128 11,211,317
LESS:
Combined Entity 20,000 1,526,760 1,546,760 819,363
-------------------------------------------------------
$5,056,305 $79,990,063 $85,046,368 $10,391,954
=======================================================
</TABLE>
(1) The aggregate cost for Federal Income Tax purposes is approximately
$86,600,000.
(2) The Managing General Partner of the Partnership elected to abandon its
interest in Villas de Montellano, in Morovis, Puerto Rico, as of May 1, 1995.
(3) The Managing General Partner of the Partnership transferred its interest in
Tamaric Apartments in Cedar Park, TX and Northwest Apartments in Georgetown, TX
as of May 31, 1996.
(4) As of March 31, 1996, the value of Leatherwood's assets were deemed to be
permanently impaired and were adjusted for the impairment.
Accumulated depreciation includes the reserve for
impairment of $600,000.
(5) During the year ended December 31, 1996, Capital Park recognized an
impairment loss on its rental property in the net amount of $1,859,614 as a
result of applying FASB 121, Accounting for the Impairment of Long Lived Assets
and for Long Lived Assets to be Disposed of.
*** Mortgage notes payable generally represent
non-recourse financing of low-income housing
projects payable with terms of up to 40 years with
interest payable at rates ranging from 5% to 11%.
The Partnership has not guaranteed any of these
mortgage notes payable.
<PAGE>
<TABLE>
<CAPTION>
Summary of property owned and accumulated depreciation:
Property Owned December 31, 1996 Accumulated Depreciation December 31, 1996
- ---------------------------------------------------------------- --------------------------------------------------
<S> <C> <C> <C> <C>
Balance at beginning of period $88,196,508 Balance at beginning of period $ 8,230,924
Additions during period: Additions during period:
Depreciation 2,916,742
Other acquisitions 6,240 Impairment of assets (5) (596,212)
Improvements etc. 469,103 Write off of Properties transferred (88,836)
(3)
-------------
475,343 Eliminations Texas Partnerships 1996 (819,363)
Eliminations Texas Partnerships 1995 748,699
-------------
=============
Deductions during period: Balance at close of period $10,391,954
=============
Disposals (24,964)
Impairment of assets (5) (2,455,826)
Write off of Properties transferred (884,089)
(3)
Eliminations Texas Partnerships 1996 (1,546,760)
Eliminations Texas Partnerships 1995 1,286,156
-------------
(3,625,483)
============
Balance at close of period $85,046,368
============
Property Owned December 31, 1995 Accumulated Depreciation December 31, 1995
- ---------------------------------------------------------------- --------------------------------------------------
Balance at beginning of period $87,000,025 Balance at beginning of period $5,288,351
Additions during period: Additions during period:
Depreciation 2,917,191
Other acquisitions 203,563 Impairment of assets (4) 600,000
Improvements etc. 328,167 Eliminations Texas Partnerships 1995 (748,699)
-------------
531,730 Eliminations Texas Partnerships 1994 174,081
-------------
Deductions during period: Balance at close of period $8,230,924
=============
Disposal of Villas de Montellano (2) (3,630,214)
Eliminations Texas Partnerships 1995 (1,286,156)
Eliminations Texas Partnerships 1994 5,581,123
-------------
664,753
============
Balance at close of period $88,196,508
============
Property Owned December 31, 1994 Accumulated Depreciation December 31, 1994
- ---------------------------------------------------------------- --------------------------------------------------
Balance at beginning of period $71,826,617 Balance at beginning of period $2,913,784
Additions during period: Additions during period:
Depreciation 2,446,393
Other acquisitions 19,008,793 Eliminations Texas Partnerships 1994 (174,081)
Improvements etc. 97,913 Eliminations Texas Partnerships 1993 102,255
------------- -------------
Balance at close of period $5,288,351
=============
Deductions during period: 19,106,706
Cost of real estate and fixed assets (261,711)
sold
Eliminations Texas Partnerships 1994 (5,581,123)
Eliminations Texas Partnerships 1993 1,909,536
Reclassification to intangible assets 0
-------------
(3,933,298)
============
Balance at close of period $87,000,025
============
</TABLE>
<PAGE>
BOSTON FINANCIAL TAX CREDITS PLUS
(A Limited Partnership)
Annual Report on form 10-K
For The Year Ended March 31, 1997
Reports of Independent Auditors
<PAGE>
[Letterhead]
[LOGO]
HALBERT, KATZ & CO., P.C.
INDEPENDENT AUDITORS' REPORT
To the Partners
Carolina Woods Associates II, Limited Partnership
Wilmington, Delaware
We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited Partnership as of December 31, 1996 and December 31, 1995, and the
related statements of income (loss), partners' capital and cash flows for the
years then ended. These financial statements are the responsibility of the
project's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
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 presents fairly, in
all material respects, the financial position of Carolina Woods Associates II,
Limited Partnership as of December 31, 1996 and December 31, 1995, 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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on page 11) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of
Carolina Woods Associates II, Limited Partnership. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Halbert, Katz & Co., P.C.
January 30, 1997
<PAGE>
[Letterhead]
[LOGO]
HALBERT, KATZ & CO., P.C.
INDEPENDENT AUDITORS' REPORT
To the Partners
Carolina Woods Associates II, Limited Partnership
Wilmington, Delaware
We have audited the accompanying balance sheets of Carolina Woods Associates II,
Limited Partnership as of December 31, 1995 and December 31, 1994, and the
related statements of loss, partners' capital and cash flows for the years then
ended. These financial statements are the responsibility of the project's
management. Our responsibility is to express an opinion on these financial
statements based on our 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 statement is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statement. An audit also includes
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 presents fairly, in
all material respects, the financial position of Carolina Woods Associates II,
Limited Partnership as of December 31, 1995 and December 31, 1994, 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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting information included in
the report (shown on page 12) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of
Carolina Woods Associates II, Limited Partnership. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
/s/ Halbert, Katz & Co., P.C.
January 30, 1996
<PAGE>
<PAGE>
Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Walker Woods Partners, II, L.P.
Dover, Delaware 19901
Independent Auditors Report
We have audited the accompanying balance sheets of Walker Woods Partners, II,
L.P. as of December 31, 1996 and 1995, and the statements of income, cash flows
and owners' equity for the years then ended. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Walker Woods Partners, II, L.P.
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows and owners' equity for the years then ended in conformity with generally
accepted accounting principles.
/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.
Dover, Delaware
February 15, 1997
<PAGE>
[Letterhead]
[LOGO]
PATTERSON & KELLY
PROFESSIONAL ASSOCIATION
CERTIFIED PUBLIC ACCOUNTANTS
To the Partners
Walker Woods Partners, II, L.P.
Dover, Delaware 19901
Independent Auditors Report
We have audited the accompanying balance sheets of Walker Woods Partners, II,
L.P. as of December 31, 1995 and 1994, and the statements of income, cash flows
and owners' equity for the years then ended. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Walker Woods Partners, II, L.P.
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows and owners' equity for the years then ended in conformity with generally
accepted accounting principles.
/s/ Patterson & Kelly, P.A.
PATTERSON & KELLY, P.A.
Dover, Delaware
February 15, 1996
<PAGE>
<PAGE>
[Letterhead]
[LOGO]
Jorge del Manzano Venegas, C.P.A.
INDEPENDENT AUDITOR'S REPORT
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Juncos, Puerto Rico
I have audited the accompanying balance sheets of Jardines Limited Dividend
Partnership, S.E., L.P., a Delaware limited partnership, as of December 31, 1996
and 1995 and the related statements of operations, changes in partners' equity
and of cash flows for the years then ended. These financial statements are the
responsibility of the Partnership and of its 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 for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Jardines Limited Dividend
Partnership, S.E., L.P. as of December 31, 1996 and 1995, and the results of its
operations, the changes in its partners' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.
continues........
<PAGE>
J.D.M, C.P.A.
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Page 2
My examinations were made primarily for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information included
in this report is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subject to the auditing procedures applied in the examination 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.
San Juan, Puerto Rico
February 14, 1997
/s/ Jorge del Manzano Venegas
Stamp no. 1366201 of the
Puerto Rico Society of CPA's
was affixed to the original
Letterhead]
[LOGO]
Jorge del Manzano Venegas, C.P.A.
INDEPENDENT AUDITORS' REPORT
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Juncos, Puerto Rico
I have audited the accompanying balance sheets of Jardines Limited Dividend
Partnership, S.E., L.P., a Delaware limited partnership, as of December 31, 1995
and 1994 and the related statements of operations, changes in partners' equity
and of cash flows for the years then ended. These financial statements are the
responsibility of the Partnership and of its 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 for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Jardines Limited Dividend
Partnership, S.E., L.P. as of December 31, 1995 and 1994, and the results of its
operations, the changes in its partners' equity and its cash flows for the years
then ended, in conformity with generally accepted accounting principles.
continues........
<PAGE>
J.D.M, C.P.A.
To the Partners of,
Jardines Limited Dividend Partnership, S.E., L.P.
Page 2
My examination was made primarily for the purpose of forming an opinion on the
basic financial statements taken as a whole. The additional information included
in the report is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subject to the auditing procedures applied in the examination 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/ Jorge del Manzano Venegas
San Juan, Puerto Rico
February 14, 1996
<PAGE>
<PAGE>
[Letterhead]
[LOGO]
O. DOUGLAS COVINGTON, C.P.A., P.A.
To The Partners
New Garden Associates
A Limited Partnership
Greensboro, North Carolina
I have audited the accompanying balance sheets of New Garden Associates, A
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. 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 for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New Garden Associates, A Limited
Partnership, as of December 31, 1996 and 1995, 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.
/s/O. DOUGLAS COVINGTON
O. DOUGLAS COVINGTON, CPA
Greensboro, North Carolina
February 10, 1997
<PAGE>
<PAGE>
[Letterhead]
[LOGO]
O. DOUGLAS COVINGTON, C.P.A., P.A.
To the Partners
New Garden Associates
A Limited Partnership
Greensboro, North Carolina
I have audited the accompanying balance sheets of New Garden Associates, A
Limited Partnership, as of December 31, 1995 and 1994, 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. 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 for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of New Garden Associates, A Limited
Partnership, as of December 31, 1995 and 1994, and the results of its
operations, changes in partners' equity and cash flows for the years then ended
in conformity with generally accepted accounting principles.
/s/O. DOUGLAS COVINGTON
O. DOUGLAS COVINGTON, C.P.A.
Greensboro, North Carolina
February 27, 1996
<PAGE>
[Letterhead]
[LOGO]
Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Broadway Tower Limited Partnership
We have audited the accompanying balance sheet of Broadway Tower Limited
Partnership as of December 31, 1996, and the related statements of operations,
partner's equity (deficiency), and cash flow for the year then ended. These
financial statements are the responsibility of the management of Broadway Tower
Limited Partnership. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Broadway Tower Limited
Partnership as of December 31, 1996, and the results of its operations, and its
cash flow for the year then ended in conformity with generally accepted
accounting principles.
/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
January 31, 1997
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Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Broadway Tower Limited Partnership
We have audited the accompanying balance sheet of Broadway Tower Limited
Partnership as of December 31, 1995, and the related statements of operations,
partner's equity (deficiency), and cash flow for the year then ended. These
financial statements are the responsibility of the management of Broadway Tower
Limited Partnership. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Broadway Tower Limited
Partnership as of December 31, 1995, and the results of its operations, and its
cash flow for the year then ended in conformity with generally accepted
accounting principles.
/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 9, 1996
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Coopers & Lybrand
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of
Broadway Tower Limited Partnership
We have audited the accompanying balance sheet of Broadway Tower Limited
Partnership as of December 31, 1994, and the related statements of operations,
partner's equity (deficiency), and cash flow for the year then ended. These
financial statements are the responsibility of the management of Broadway Tower
Limited Partnership. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Broadway Tower Limited
Partnership as of December 31, 1994, and the results of its operations, and its
cash flow for the year then ended in conformity with generally accepted
accounting principles.
/s/Coopers & Lybrand L.L.P.
Boston, Massachusetts
February 8, 1995
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ZINNER & CO.
INDEPENDENT AUDITORS' REPORT
To the Partners
Bancroft Street Limited Partnership
We have audited the accompanying balance sheets of Bancroft Street 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 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 Bancroft Street 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/Zinner & Co.
January 13, 1997
[Letterhead]
[LOGO]
ZINNER & CO.
INDEPENDENT AUDITORS' REPORT
To the Partners of
Bancroft Street Limited Partnership
We have audited the accompanying balance sheets of Bancroft Street Limited
Partnership as of December 31, 1995 and 1994 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 Bancroft Street Limited
Partnership as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended, in conformity with generally
accepted accounting principles.
/s/Zinner & Co.
January 16, 1996
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Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
To the Partners
45TH & VINCENNES LIMITED PARTNERSHIP
Chicago, Illinois
We have audited the accompanying balance sheet of 45TH & VINCENNES LIMITED
PARTNERSHIP (a Limited Partnership) as of December 31, 1996, and the related
statements of operations, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 45TH & VINCENNES LIMITED
PARTNERSHIP at December 31, 1996, and its operations, changes in partners'
equity and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692
January 21, 1997
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
[Letterhead]
[LOGO]
Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
To the Partners
45TH & VINCENNES LIMITED PARTNERSHIP
Chicago, Illinois
We have audited the accompanying balance sheet of 45TH & VINCENNES LIMITED
PARTNERSHIP (a Limited Partnership) as of December 31, 1995, and the related
statements of operations, changes in partners' equity and statement of cash
flows for the year then ended. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of 45TH & VINCENNES LIMITED
PARTNERSHIP as of December 31, 1995, and its operations, changes in partners'
equity and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identification No. 36-3097692
February 4, 1996
<PAGE>
[Letterhead]
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Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
To the Partners
45TH & VINCENNES LIMITED PARTNERSHIP
Chicago, Illinois
We have audited the accompanying statement of assets, liabilities, and partners'
equity-income tax basis, of 45TH & VINCENNES LIMITED PARTNERSHIP (a Limited
Partnership) as of December 31, 1994, and the related statements of
operations-income tax basis, changes in partners' equity-income tax basis and
statement of cash flows-income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial. An audit also includes assessing
the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that
our audit provided a reasonable basis for our opinion.
As described in the notes to the financial statements, the Partnership's policy
is to prepare its financial statements on the basis of accounting used for
income tax purposes and are not intended to be presented 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 45TH &
VINCENNES LIMITED PARTNERSHIP as of December 31, 1994, and its operations,
changes in partners' equity and its cash flows for the year then ended, on the
basis of accounting described in the notes to the financial statements.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Employer Identifcation No. 36-3097692
January 31, 1995
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Charles Bailly & Company P.L.L.P.
INDEPENDENT AUDITOR'S REPORT
The Partners
Duluth Limited Partnership II
Wahpeton, North Dakota
We have audited the accompanying balance sheets of Duluth Limited Partnership II
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. 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 Duluth Limited Partnership II
as of December 31, 1996 and 1995, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
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Charles Bailly & Company P.L.L.P.
INDEPENDENT AUDITOR'S REPORT
To the Partners
Duluth Limited Partnership II
Wahpeton, North Dakota
We have audited the accompanying balance sheets of Duluth Limited Partnership II
as of December 31, 1995 and 1994, and the related statements of operations,
partners' equity and cash flows for the years then ended. These financial
statements are the responsibility of the 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 Duluth Limited Partnership II
as of December 31, 1995 and 1994, and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 22, 1996
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Charles Bailly & Company P.L.L.P.
INDEPENDENT AUDITOR'S REPORT
The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota
We have audited the accompanying balance sheets of Dakota Square Manor Limited
Partnership 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. 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 Dakota Square Manor 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/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1997
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[LOGO]
Charles Bailly & Company P.L.L.P.
INDEPENDENT AUDITOR'S REPORT
The Partners
Dakota Square Manor Limited Partnership
Wahpeton, North Dakota
We have audited the accompanying balance sheets of Dakota Square Manor Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the 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 Dakota Square Manor Limited
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 22, 1996
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Charles Bailly & Company P.L.L.P.
INDEPENDENT AUDITOR'S REPORT
The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota
We have audited the accompanying balance sheets of Phoenix Housing Limited
Partnership 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. 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 Phoenix Housing Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 18, 1996
[Letterhead]
[LOGO]
Charles Bailly & Company P.L.L.P.
INDEPENDENT AUDITOR'S REPORT
The Partners
Phoenix Housing Limited Partnership
Wahpeton, North Dakota
We have audited the accompanying balance sheets of Phoenix Housing Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the 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 Phoenix Housing Limited
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/Charles Bailly & Company P.L.L.P.
Fargo, North Dakota
January 17, 1996
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Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois
We have audited the accompanying balance sheet of METROPOLITAN APARTMENTS
LIMITED PARTNERSHIP (a Limited Partnership) as of December 31, 1996, and the
related statements of profit and loss (HUD 92410), changes in partners' equity
and statement of cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 METROPOLITAN APARTMENTS LIMITED
PARTNERSHIP at December 31, 1996, and its operations, changes in partners'
equity and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner; James E.Haran (847) 853-2580
January 17, 1997
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois
We have audited the accompanying statement of assets, liabilities and partners'
equity-income tax basis of METROPOLITAN APARTMENTS LIMITED PARTNERSHIP (a
Limited Partnership) as of December 31, 1995, and the related statements of
income (loss)-income tax basis, changes in partners' equity-income tax basis and
statement of cash flows-income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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 assets, liabilities and partners' equity of
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP at December 31, 1995, and its income
(loss), changes in partners' equity and its cash flows for the year then ended,
in conformity with generally accepted accounting principals.
/s/Haran & Associates LTD
HARAN & ASSOCIATES LTD
Certified Public Accountants
Wilmette, Illinois
Illinois Certificate No. 060-002892
Federal Identification No. 36-3097692
Audit Partner; James E.Haran (847) 853-2580
January 19, 1996
<PAGE>
[Letterhead]
[LOGO]
Haran & Associates Ltd.
INDEPENDENT AUDITOR'S REPORT
To the Partners
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP
Chicago, Illinois
We have audited the accompanying statement of assets, liabilities and partners'
equity-income tax basis of METROPOLITAN APARTMENTS LIMITED PARTNERSHIP (a
Limited Partnership) as of December 31, 1994, and the related statements of
income (loss)-income tax basis, changes in partners' equity-income tax basis and
statement of cash flows-income tax basis for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
These standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
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.
As described in the notes to the financial statements, the Partnership's policy
is to prepare its financial statements on the basis of accounting used for
income tax purposes and are not to be presented 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
METROPOLITAN APARTMENTS LIMITED PARTNERSHIP at December 31, 1994, and its income
or loss, changes in partners' equity and its cash flows for the year then ended,
on the basis of accounting described in the notes to the financial statements.
/s/Haran & Associates LTD
January 27, 1995
<PAGE>
[Letterhead]
[LOGO]
MILLER WELLE HEISER
INDEPENDENT AUDITOR'S REPORT
To the Partners
Cottage Homesteads of Aspen Limited Partnership
St. Paul, Minnesota
We have audited the balance sheets of COTTAGE HOMESTEADS OF ASPEN LIMITED
PARTNERSHIP as of December 31, 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 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 COTTAGE HOMESTEADS OF ASPEN
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/Miller, Welle, Heiser & Co, Ltd.
MILLER, WELLE, HEISER & CO., LTD.
Certified Public Accountants
St. Cloud, Minnesota
January 25, 1997
[Letterhead]
[LOGO]
MILLER WELLE HEISER
INDEPENDENT AUDITOR'S REPORT
To the Partners
Cottage Homesteads of Aspen Limited Partnership
St. Paul, Minnesota
We have audited the balance sheets of COTTAGE HOMESTEADS OF ASPEN LIMITED
PARTNERSHIP as of December 31, 1995 and 1994, and the related statements of
income, partners' equity, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. 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 COTTAGE HOMESTEADS OF ASPEN
LIMITED PARTNERSHIP as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/Miller, Welle, Heiser & Co, Ltd.
MILLER, WELLE, HEISER & CO., LTD.
Certified Public Accountants
St. Cloud, Minnesota
January 22, 1996
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DIXON, ODOM & CO., L.L.P.
To the Partners
Atkins Glen Limited Partnership
Raleigh, North Carolina
We have compiled the accompanying balance sheet of Atkins Glen Limited
Partnership as of December 31, 1996 and the related statements of operations,
partners' equity (deficit), and cash flows for the year then ended, in
accordance with Statements on Standards for Accounting and Review Services
issued by the American Institute of Certified Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not audited or
reviewed the accompanying 1996 financial statements and, accordingly, do not
express an opinion or any other form of assurance on them.
The financial statements for the year ended December 31, 1995 were audited by
other accountants and they expressed an unqualified opinion on them in their
report dated January 27, 1996, but they not performed any auditing procedures
since that date.
/s/ Dixon, Odom & Co. L.L.P
February 10, 1997
January 13, 1995
[Letterhead]
[LOGO]
The Daniel Professional Group, Inc.
Independent Auditors' Report
To the General Partners of
Atkins Glen Limited Partnership
(A North Carolina Limited Partnership)
We have audited the accompanying balance sheets of Atkins Glen Limited
Partnership as of December 31, 1995 and the related statements of revenues and
expenses and changes in partners' equity, statements of partners' equity
(deficit) and of cash flows for the year then ended. These financial statements
are the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audit. The
financial statements of Atkins Glen Limited Partnership as of December 31, 1994,
were audited by other auditors whose report dated January 13, 1995, expressed an
unqualified opinion on those statements.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Atkins Glen Limited Partnership
as of December 31, 1995 and the results of its operations and its cash flows for
the year then ended, in conformity with generally accepted accounting
principles.
/s/ The Daniel Professional Group, Inc.
January 22, 1996
Winston-Salem, North Carolina
<PAGE>
[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P..
INDEPENDENT AUDITORS' REPORT
To the Partners
Kings Grant Court Limited Partnership
Raleigh, North Carolina
We have audited the accompanying balance sheets of Kings Grant Court 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.
As described in Note A, the Partnership's policy is to prepare its financial
statements on the accounting basis used for federal 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 financial position of Kings Grant Court Limited
Partnership as of December 31, 1996 and 1995, and the results of its operations
and its cash flows for the years then ended, on the basis of accounting
described in Note A.
/s/ Dixon, Odom & Co., L.L.P.
February 7, 1997
[Letterhead]
[LOGO]
The Daniel Professional Group, Inc.
Independent Auditors' Report
To the Partners
Kings Grant Court Limited Partnership
We have audited the accompanying statement of assets, liabilities and partners'
equity of Kings Grant Court Limited Partnership as of December 31, 1994, and the
related statements of revenues and expenses and changes in partners' equity and
of cash flows for the year then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note 1, the Partnership's policy is to prepare its financial
statements on the accounting basis used for federal 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 financial position of Kings Grant Court Limited
Partnership, at December 31, 1994 and the results of its operations and its cash
flows for the year then ended, on the basis of accounting described in Note 1.
/s/ The Daniel Professional Group, Inc.
February 10, 1995
Winston-Salem, North Carolina
<PAGE>
[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.
INDEPENDENT AUDITORS' REPORT
To the Partners
Kings Grant Court Limited Partnership
Raleigh, North Carolina
We have audited the accompanying balance sheet of Kings Grant Court Limited
Partnership as of December 31, 1995 and the related statements of operations,
partners' equity (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As described in Note A, the Partnership's policy is to prepare its financial
statements on the accounting basis used for federal 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 financial position of Kings Grant Court Limited
Partnership at December 31, 1995, and the results of its operations and its cash
flows for the year then ended on the basis of accounting described in Note A.
The 1994 financial statements were audited by other auditors whose report
thereon dated February 10, 1995 expressed an unqualified opinion.
/s/ Dixon, Odom & Co. L.L.P
February 12, 1996
<PAGE>
[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.
INDEPENDENT AUDITORS' REPORT
To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina
We have audited the accompanying balance sheets of Chestnut Plains 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 Chestnut Plains 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/ Dixon, Odom & Co. L.L.P.
February 7, 1997
[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.
INDEPENDENT AUDITORS' REPORT
To the Partners
Chestnut Plains Limited Partnership
Raleigh, North Carolina
We have audited the accompanying balance sheets of Chestnut Plains Limited
Partnership as of December 31, 1995 and 1994 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 Chestnut Plains Limited
Partnership as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Dixon, Odom & Co. L.L.P
February 12, 1996
<PAGE>
[Letterhead]
[LOGO]
DIXON, ODOM & CO., L.L.P.
INDEPENDENT AUDITORS' REPORT
To the Partners
Long Creek Court Limited Partnership
Raleigh, North Carolina
We have audited the accompanying balance sheets of Long Creek Court Limited
Partnership as of December 31, 1995 and 1994 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 Long Creek Court Limited
Partnership as of December 31, 1995 and 1994 and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Dixon, Odom & Co. L.L.P
January 26, 1996
<PAGE>
[Letterhead]
[LOGO]
JOHN D. SCHULER
Independent Auditor's Report
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the accompanying balance sheets of Prince Hall Housing
Associates, Limited, An Oklahoma Limited Partnership, Section 8 Number
OK56-E000-014, as of December 31, 1996, and 1995, and the related statements of
income and expense, changes in partners' (deficiency) and cash flows for the
year ended December 31, 1996. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
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 Prince Hall Housing Associates,
Limited, as of December 31, 1996, and 1995, and the results of its operations
and the changes in partners' (deficiency) and cash flows for the year ended
December 31, 1996, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
Partnership will continue as a going concern. As described more fully in Notes
13 and 14, shown in the financial statements, the Partnership incurred
significant operating losses including the year ended December 31, 1996, and as
of that date, had a working capital deficiency of $663,737.
<PAGE>
The Company is not aware of any alternate sources of capital to meet such
demands, if made. Those conditions raise substantial doubt about the Comapny's
ability to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainity except
for the recognition of the impairment loss through the statement of profit and
loss.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 18, 1997, on our
consideration of Prince Hall Housing Associates, Limited's internal control
structure and reports dated January 18, 1997, on its compliance with specific
requirements applicable to major HUD programs, specific requirements applicable
to Affirmative Fair Housing, and specific requirements applicable to nonmajor
HUD program transactions.
<PAGE>
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 17 to 23 is presented for purposes of additional
analysis and not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as a whole.
/s/John D. Schuler
Tulsa, Oklahoma
January 18, 1997
[Letterhead]
[LOGO]
JOHN D. SCHULER
Independent Auditor's Report
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the accompanying balance sheets of Prince Hall Housing
Associates, Limited, An Oklahoma Limited Partnership, Section 8 Number
OK56-E000-014, as of December 31, 1995, and 1994, and the related statements of
income and expense, changes in partners' equity and cash flows for the year
ended December 31, 1995. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
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 Prince Hall Housing Associates,
Limited, as of December 31, 1995, and 1994, and the results of its operations
and the changes in partners' equity and cash flows for the year ended December
31, 1995, in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards and the Consolidated Audit
Guide for Audits of HUD Programs issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated January 20, 1996, on our
consideration of Prince Hall Housing Associates, Limited's internal control
structure and reports dated January 20, 1996, on its compliance with specific
requirements applicable to major HUD programs, specific requirements applicable
to Affirmative Fair Housing, and specific requirements applicable to nonmajor
HUD program transactions.
<PAGE>
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 17 to 23 is presented for purposes of additional
analysis and not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the auditing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the financial statements
taken as a whole.
/s/John D. Schuler
Tulsa, Oklahoma
January 20, 1996
<PAGE>
[Letterhead]
[LOGO]
BERC &
FOX LIMITED
Independent Auditors' Report
To the Partners,
Exodus/Lyndale/Windsor Limited Partnership:
We have audited the accompanying balance sheets of Exodus/Lyndale/Windsor
Limited Partnership (a Minnesota Limited Partnership) 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. 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 Exodus/Lyndale/Windsor 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/ Berc & Fox Limited
Minneapolis, Minnesota
January 23, 1997
[Letterhead]
[LOGO]
BERC &
FOX LIMITED
Independent Auditor's Report
To the Partners,
Exodus/Lyndale/Windsor Limited Partnership:
We have audited the accompanying balance sheets of Exodus/Lyndale/Windsor
Limited Partnership (a Minnesota Limited Partnership) as of December 31, 1995
and 1994, and the related statements of operations, partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the 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 Exodus/Lyndale/Windsor Limited
Partnership as of December 31, 1995 and 1994, and the results of its operations
and its cash flows for the years then ended in conformity with generally
accepted accounting principles.
/s/ Berc & Fox Limited
Minneapolis, Minnesota
February 8, 1996
<PAGE>
[Letterhead]
[LOGO]
HUNGERFORD & CO. Certified Public Accountants
To the Partners
Vista Villa/MHT Limited Dividend Housing
Association Limited Partnership
Southfield, Michigan
We have audited the accompanying Balance Sheet of Vista Villa/MHT Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership), MSHDA Development No. 906 as of December 31, 1996 and the related
Statements of Profit and Loss, Partners' Equity and Cash Flow 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 Vista Villa/MHT Limited
Dividend Housing Association Limited Partnership at December 31, 1996 and the
results of its operations and its cash flow for the year then ended, in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated February 12, 1997 on our consideration of Vista Villa/MHT Limited Dividend
Housing Association Limited Partnership's internal control structure and a
report dated February 12, 1997 on its compliance with laws and regulation.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary data on pages 12
through 16 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated, in all material respects, in
relation to the financial statements taken as a whole.
/s/Hungerford & Co
February 12, 1997
[Letterhead]
[LOGO]
HUNGERFORD & CO. Certified Public Accountants
To the Partners
Vista Villa/MHT Limited Dividend Housing
Association, Limited Partnership
Southfield, Michigan
We have audited the accompanying Balance Sheet of Vista Villa/MHT Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership), MSHDA Development No. 906 as of December 31, 1995 and the related
Statements of Profit and Loss, Partners' Equity and Cash Flow 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 Vista Villa/MHT Limited
Dividend Housing Association Limited Partnership at December 31, 1995 and the
results of its operations and its cash flow for the year then ended, in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated February 5, 1996 on our consideration of Vista Villa/MHT Limited Dividend
Housing Association Limited Partnership's internal control structure and a
report dated February 5, 1996 on its compliance with laws and regulation.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplementary data on pages 12 through 16 is
presented for purposes of additional analysis and is not a required part of the
basic financial statements. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated, in all material respects, in relation to the
financial statements taken as a whole.
/s/Hungerford & Co
February 5, 1996
<PAGE>
[Letterhead]
[LOGO]
HUNGERFORD & CO. Certified Public Accountants
To the Partners
Vista Villa/MHT Limited Dividend Housing
Association, Limited Partnership
Southfield, Michigan
We have audited the accompanying Balance Sheet of Vista Villa/MHT Limited
Dividend Housing Association Limited Partnership (a Michigan limited
partnership), MSHDA Development No. 906 as of December 31, 1994 and the related
Statements of Profit and Loss, Partners' Equity and Cash Flow 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 Vista Villa/MHT Limited
Dividend Housing Association Limited Partnership at December 31, 1994 and the
results of its operations and its cash flow for the year then ended, in
conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary data on pages 10
through 12 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated, in all material respects, in
relation to the financial statements taken as a whole.
/s/Hungerford & Co
February 21, 1995
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
INDEPENDENT AUDITOR'S REPORT
To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership
We have audited the accompanying balance sheet of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1996, and the related
statements of profit and loss (on HUD Form No. 92410), partners' capital and
cash flows for the year then ended. These financial statements are the
responsibility of the partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1996, and the results
of its operations, the changes in partners' capital and cash flows for the year
then ended, in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 18
through 21 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects in
relation to the financial statements taken as a whole.
<PAGE>
In accordance with Government Auditing Standards, we have also issued a report
dated January 30, 1997 on our consideration of Linden Square Limited Dividend
Housing Association Limited Partnership's internal control structure and a
report dated January 30, 1997 on laws and regulations applicable to the
financial statements.
/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 30, 1997
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
INDEPENDENT AUDITOR'S REPORT
To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership
We have audited the accompanying balance sheet of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1995, and the related
statements of profit and loss (on HUD Form No. 92410), partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes 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 Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1995, and the results
of its operations, the changes in partners' equity and cash flows for the year
then ended, in conformity with generally accepted accounting principles.
<PAGE>
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 22
through 24 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated in all material respects, in
relation to the financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also issued a report
dated January 26, 1996 on our consideration of Linden Square Limited Dividend
Housing Association Limited Partnership's internal control structure and a
report dated January 26, 1996 on laws and regulations applicable to the
financial statements.
/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 26, 1996
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
INDEPENDENT AUDITOR'S REPORT
To the Partners
Linden Square Limited Dividend
Housing Association Limited Partnership
We have audited the accompanying balance sheet of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1994, and the related
statements of profit and loss (on HUD Form No. 92410), partners' equity and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Linden Square Limited Dividend
Housing Association Limited Partnership as of December 31, 1994, and the results
of its operations, the changes in partners' equity and cash flows for the year
then ended, in conformity with generally accepted accounting principles.
<PAGE>
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 21
through 23 is presented for purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audit of the basic financial
statements and, in our opinion, is fairly stated, in all material respects in
relation to the financial statements taken as a whole.
/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 20, 1995
<PAGE>
[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Independent Auditors' Report
The Partners
Tree Trail Apartments, A Limited Partnership:
We have audited the balance sheets of Tree Trail Apartments, A Limited
Partnership as of December 31, 1996 and 1995, and the related statements of
loss, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tree Trail Apartments, 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.
/s/ KPMG Peat Marwick LLP
February 6, 1997
[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Independent Auditor's Report
The Partners
Tree Trail, A Limited Partnership:
We have audited the balance sheets of Tree Trail Apartments, A Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
loss, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Tree Trail Apartments, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
February 9, 1996
<PAGE>
[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Independent Auditors' Report
The Partners
Meadow Wood Townhomes, A Limited Partnership:
We have audited the balance sheets of Meadow Wood Townhomes, A Limited
Partnership as of December 31, 1996 and 1995, and the related statements of
loss, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Meadow Wood Townhomes, 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.
/s/ KPMG Peat Marwick LLP
January 29, 1997
[Letterhead]
[LOGO]
KPMG Peat Marwick LLP
Independent Auditor's Report
The Partners
Meadow Wood Townhomes, A Limited Partnership:
We have audited the balance sheets of Meadow Wood Townhomes, A Limited
Partnership as of December 31, 1995 and 1994, and the related statements of
loss, partners' capital, and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Meadow Wood Townhomes, A
Limited Partnership as of December 31, 1995 and 1994, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP
February 9, 1996
<PAGE>
[Letterhead]
[LOGO]
Richard J. Bellew
Independent Auditor's Report
To the Partners,
99 Livingston Associates, L.P.
I have audited the accompanying balance sheet of 99 LIVINGSTON ASSOCIATES, L.P.
(the 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 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 for my opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of 99 LIVINGSTON ASSOCIATES, L.P. as
of December 31, 1996 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Richard J. Bellew
Garrison, New York
February 17, 1997
[Letterhead]
[LOGO]
Richard J. Bellew
Independent Auditor's Report
To the Partners,
99 Livingston Associates, L.P.
I have audited the accompanying balance sheet of 99 Livingston Associates, L.P.
(the Partnership) as of December 31, 1995 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 my audits in accordance with generally accepted auditing standards.
Those standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
I believe that my 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 99 Livingston Associates, L.P. as
of December 31, 1995 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Richard J. Bellew
Garrison, New York
February 9, 1996
<PAGE>
[Letterhead]
[LOGO]
Reznick Fedder & Silverman
INDEPENDENT AUDITOR'S REPORT
To the Partners
99 Livingston Associates, L.P.
We have audited the accompanying balance sheet of 99 Livingston Associates, L.P.
as of December 31, 1994, 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. 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 99 Livingston Associates, L.P.
as of December 31, 1994, and the results of its operations, the changes in
partners' capital and cash flows for the year then ended, in conformity with
generally accepted accounting principles.
/s/Reznick Fedder & Silverman
Bethesda, Maryland
January 25, 1995
<PAGE>
Letterhead]
[LOGO]
POST, FORD & GUSTAVSON
Independent Auditor's Report
To the Partners
Hudson Square Apartments Company
Houston, Texas
We have audited the accompanying balance sheet of Hudson Square Apartments
Company Project No. 064-44036, (a Limited Partnership) as of December 31, 1996
and the related statements of income, partners' capital, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and with generally accepted government auditing standards for financial and
compliance audits 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 HUD Project No. 064-44036 at
December 31, 1996 and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the reports (shown
on pages 13 through 17) are presented for the purposes of additional analysis
and are not a required part of the financial statements of the HUD Project No.
064-44036. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is fairly
presented in all material respects in relation to the financial statements taken
as a whole.
/s/Post Ford & Gustovson
Shreveport, Louisiana
February 10, 1997
<PAGE>
[Letterhead]
[LOGO]
POST, FORD & GUSTAVSON
Independent Auditor's Report
To the Partners
Hudson Square Apartments Company
Houston, Texas
We have audited the accompanying balance sheet of Hudson Square Apartments
Company Project No. 064-44036, (a Limited Partnership) as of December 31, 1995
and the related statements of income, partners' capital, and cash flows for the
year then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and with generally accepted government auditing standards for financial and
compliance audits 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 HUD Project No. 064-44036 at
December 31, 1995 and the results of its operations and its cash flows or the
year then ended, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the reports (shown
on pages 13 through 17) are presented for purposes of additional analysis and
are not a required part of the financial statements of the HUD Project No.
064-44036. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/Post Ford & Gustovson
Shreveport, Louisiana
February 10, 1996
<PAGE>
[Letterhead]
[LOGO]
POST, FORD & GUSTAVSON
Independent Auditor's Report
To the Partners
Hudson Square Apartments Company
Houston, Texas
We have audited the accompanying balance sheet of Hudson Square Apartments
Company Project No. 064-44036, (a Limited Partnership) as of December 31, 1994
and the related statements of income, partners' capital, and cash flows for the
year then ended. These financial statements are the responsibility of the
Company's Management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards
and with generally accepted government auditing standards for financial and
compliance audits 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 HUD Project No. 064-44036 at
December 31, 1994 and the results of its operations and its cash flows for the
year then ended, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the financial
statements taken as a whole. The supporting data included in the reports (shown
on pages 13 through 17) are presented for the purposes of additional analysis
and are not a required part of the financial statements of the HUD Project No.
064-44036. Such information has been subjected to the auditing procedures
applied in the audit of the financial statements and, in our opinion, is fairly
presented in all material respects in relation to the financial statements taken
as a whole.
/s/Post Ford & Gustovson
Shreveport, Louisiana
February 10, 1995
<PAGE>
[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Independent Auditors' Report
To the Partners
Pilot House Associates, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Pilot House Associates, L.P., a Virginia Limited Partnership (the
"Partnership"), as of December 31, 1996, and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of Pilot
House Associates, L.P. at December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/L.P. Martin & Company P.C.
January 29, 1997
<PAGE>
[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Independent Auditor's Report
To the Partners
Pilot House Associates, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Pilot House Associates, L.P., a Virginia Limited Partnership (the
"Partnership"), as of December 31, 1995, and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of Pilot
House Associates, L.P. at December 31, 1995, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.
/s/L.P. Martin & Company P.C.
February 11, 1996
<PAGE>
[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Independent Auditor's Report
To the Partners
Pilot House Associates, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Pilot House Associates, L.P., a Virginia Limited Partnership (the
"Partnership"), as of December 31, 1994,and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of Pilot
House Associates, L.P. at December 31, 1994, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.
/s/L.P. Martin & Company P.C.
February 11, 1995
<PAGE>
[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Independent Auditors' Report
To the Partners
Preston Place Associates, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Preston Place Associates, L.P., a Virginia Limited Partnership (the
"Partnership"), as of December 31, 1996, and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of Preston
Place Associates, L.P. at December 31, 1996, and the results of its operations
and its cash flows for the year then ended in conformity with generally accepted
accounting principles.
/s/L.P. Martin & Company P.C.
January 29, 1997
<PAGE>
[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Independent Auditor's Report
To the Partners
Preston Place Associates, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Preston Place Associates, L.P., a Virginia Limited Partnership (the
"Partnership"), as of December 31, 1995, and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of Preston
Place Associates, L.P. at December 31, 1995, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.
/s/L.P. Martin & Company P.C.
January 26, 1996
<PAGE>
[Letterhead]
[LOGO]
L.P. MARTIN & COMPANY
Independent Auditor's Report
To the Partners
Preston Place Associates, L.P.
We have audited the accompanying statement of assets, liabilities and partners'
capital of Preston Place Associates, L.P., a Virginia Limited Partnership (the
"Partnership"), as of December 31, 1994, and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets, liabilities and partners' capital of Preston
Place Associates, L.P. at December 31, 1994, and the results of its operations
and its cash flows for the year then ended in accordance with generally accepted
accounting principles.
/s/L.P. Martin & Company P.C.
February 11, 1995
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
REPORT ON EXAMINATION OF FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
REPORT ON EXAMINATION OF FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
CONTENTS
Page
Auditors' report...................................... 1 - 2
Comparative balance sheets............................ 3 - 4
Statement of income and expenses...................... 5 - 6
Statement of partners' (deficiency)................... 7
Statement of cash flows .............................. 8 - 9
Notes to financial statements......................... 10 - 16
Supplemental schedules................................ 17 - 23
Internal control report............................... 24 - 25
Compliance report..................................... 26
Affirmative fair housing report....................... 27
Applicable laws and regulations report................ 28
Mortgagor's certification............................. 29
Management agent's certification...................... 30
<PAGE>
John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633
EIN 73-1261093
Independent Auditor's Report
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the accompanying balance sheets of Prince Hall
Housing Associates, Limited, An Oklahoma Limited Partner- ship, Section 8 Number
OK56-E000-014, as of December 31, 1996, and 1995, and the related statements of
income and expense, changes in partners' (deficiency) and cash flows for the
year ended December 31, 1996. These financial statements are the responsibility
of the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards 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 Prince Hall Housing
Associates, Limited, as of December 31, 1996, and 1995, and the results of its
operations and the changes in partners' (deficiency) and cash flows for the year
ended December 31, 1996, in conformity with generally accepted accounting
principles.
The accompanying financial statements have been prepared assuming
that the Partnership will continue as a going concern. As described more fully
in Notes 13 and 14, shown in the financial statements, the Partnership incurred
significant operating losses including the year ended December 31, 1996, and, as
of that date, had a working capital deficiency of $663,737.
<PAGE>
The Company is not aware of any alternate sources of capital to meet such
demands, if made. Those conditions raise substantial doubt about the Company's
ability to continue as a going con- cern. The financial statements do not
include any adjust- ments that might result from the outcome of this uncertainty
except for the recognition of the impairment loss through the statement of
profit and loss.
In accordance with Government Auditing Standards and the Consolidated
Audit Guide for Audits of HUD Programs issued by the U.S. Department of Housing
and Urban Development, we have also issued a report dated January 18, 1997, on
our considera- tion of Prince Hall Housing Associates, Limited's internal
control structure and reports dated January 18, 1997, on its compliance with
specific requirements applicable to major HUD programs, specific requirements
applicable to Affirmative Fair Housing, and specific requirements applicable to
nonmajor HUD program transactions.
Our audit was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The accompanying supplementary
information shown on pages 17 to 23 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Partnership. Such information has been subjected to the audit- ing procedures
applied in the audit of the basic financial statements and, in our opinion, is
fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/John D. Schuler
Tulsa, Oklahoma
January 18, 1997
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
COMPARATIVE BALANCE SHEETS
<TABLE>
<CAPTION>
ASSETS December 31,
<S> <C> <C>
1996 1995
CURRENT ASSETS:
1110 Petty cash $ 600 $ 400
1120* Cash and cash equivalents 258 27,570
1130* Tenant accounts receivable 40,066 23,173
4220* Reserve for collection losses (36,404) (22,145)
1240 Prepaid property insurance - 31,117
TOTAL CURRENT ASSETS 4,520 60,115
DEPOSITS HELD IN TRUST, FUNDED:
1191* Tenant security deposits 10,007 11,970
RESTRICTED DEPOSITS AND FUNDED RESERVES:
1170 Cash in bank-restricted (Note 12) 186,758 -
1314 Debt service reserve fund (Note 6) 125,300 125,300
1317* Real estate tax escrow - 2,363
1320 Maintenance fund (Note 6) 53,965 46,433
1323 Escrow funds - Fleet National Bank
(Note 10) 506,581 535,627
1323 Bond fund (Note 6) 19,013 24,282
1323 Revenue fund (Note 6) 24,481 10,436
1323 Insurance fund (Note 6) 83,249 -
TOTAL RESTRICTED DEPOSITS
AND FUNDED RESERVES 999,347 744,441
FIXED ASSETS (Notes 1 and 3):
1410* Land 25,881 25,881
1420* Building (Note 13) 629,600 3,085,426
1490* Appliances 78,013 78,013
1490* Building equipment - fixed 2,157 -
1490* Office equipment 1,293 1,293
TOTAL FIXED ASSETS 736,944 3,190,613
Less* accumulated depreciation (Note 13) ( 69,152) (545,817)
TOTAL FIXED ASSETS (net) 667,792 2,644,796
OTHER ASSETS:
1600 Deposits 2,389 1,180
1850 Loan fees (Note 4) (net of
accumulated amortization) 97,214 108,015
TOTAL OTHER ASSETS 99,603 109,195
TOTAL ASSETS $1,781,269 $3,570,517
</TABLE>
*See supplemental data. See accompanying notes and auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
COMPARATIVE BALANCE SHEETS
<TABLE>
<CAPTION>
LIABILITIES AND PARTNERS' EQUITY
December 31,
1996 1995
<S> <C> <C>
CURRENT LIABILITIES:
2065* Advance from corporate
general partner $ 50,000 $ -
2110 Accounts payable (Note 11) 489,818 380,521
2113* Accounts payable - government 3,489 3,992
2130 Accrued interest expense 20,340 21,083
2151* Accrued property tax 8,204 7,977
2152 Accrued utilities 12,346 14,310
2152 Accrued property insurance 1,318 -
2360* Owners advances - operating 16,021 16,021
2361* Owners advances and accrued
interest - development 285,052 263,627
2196* Unpaid construction costs (Note 7) 321,626 321,626
2200 Prepaid rent 1,721 2,964
2320 Mortgage payable, current
portion (Note 3) 65,000 60,000
TOTAL CURRENT LIABILITIES 1,274,935 1,092,121
DEPOSIT LIABILITIES:
2191* Tenant security deposits payable 9,878 11,844
LONG-TERM LIABILITY:
2320 Mortgage payable (Note 3) 1,570,000 1,630,000
Less current portion of
mortgage payable (65,000) (60,000)
TOTAL LONG-TERM LIABILITY 1,505,000 1,570,000
PARTNERS' EQUITY: (1,008,544) 896,552
TOTAL LIABILITIES AND PARTNERS'
EQUITY $1,781,269 $3,570,517
</TABLE>
*See supplemental data.
See accompanying notes and auditors' report.
<PAGE>
U.S. Department of Housing and Urban Development
Office of Housing Federal Housing Commissioner
STATEMENT OF PROFIT AND LOSS
For the Year Ended December 31, 1996
Public Reporting Burden for this collection of information is estimated to
average 1.0 hours per response, including the time for reviewing instructions,
searching existing data sources, gathering and maintaining the data needed, and
completing and reviewing the collection of information. Send comments regarding
this burden estimate or any other aspect of this collection of information,
including suggestions for reducing this burden, to the Reports Management
Officer, Office of Information Policies and Systems, U.S. Department of Housing
and Urban Development, Washington, D.C. 20410-3600 and to the Office of
Management and Budget, Paperwork Reduction Project (2502-0052), Washington, D.C.
20503. Do not send this completed form to either of these addressees.
For month /period Project Number Project Name
Beginning Ending Prince Hall Housing
January 1, 1996 December 31, 1996 0K56-E000-014 Limited Partnership
Part I
<TABLE>
<CAPTION>
Rental Income
<S> <C>
Apartment or Member Carrying Charges (Coops) $ 176,024
Tenant Assistance Payments $ 841,384
Total Rent Revenue Potential at 100% Occupancy 1,017,408
Vacancies
Apartments (158,220)
Total Vacancies (158,220)
Net Rental Revenue Less Vacancies 859,188
Interest Income - Project Operations 4,465
Income from investments - Reserves for Replacements 2,648
Total Financial Revenue 7,113
Other Revenue
Laundry and Vending 3,251
NSF and Late Charges 4,745
Damages and Cleaning Fees 7,421
Fortified Tenant Security Deposits 1,519
Other Revenue (specify) 541
Total Other Revenue 17,477
Total Revenue 883,778
Administrative Expenses
Advertising 1,223
Renting Expense 10,120
Office Salaries (Note 9) 13,596
Office Supplies 6,024
Management Fee ( Note 8) 52,852
Manager or Superintendent Salaries (Note 9) 25,777
Legal Expenses (Project) 23,335
Auditing Expenses (Project) 9,473
Bookeeping Fees/ Accounting Services (Note 8) 9,826
Telephone and Answering Service 2,367
Bad Debts 251
Miscellaneous Administrative Expenses (specify) 4,292
Total Administrative Expenses 159,136
Electricity (Light and Misc. Power) 16,648
Water 28,541
Gas 82,325
Sewer 31,591
Total Utilities Expense 159,105
</TABLE>
See accompanying notes and auditor's report.
Limited Partnership 023-44269
<TABLE>
<CAPTION>
<S> <C>
Janitor and Cleaning Payroll (Note 9) 51,781
Janitor and Cleaning Supplies 5,986
Exterminating Payroll/ Contract 5,516
Garbage and Trash Removal 10,704
Security Payroll/ Contract 67,083
Grounds Contract 11,345
Repairs Material 23,521
Repairs Contract 27,292
Heating/ Cooling Repairs and Maintenance 7,229
Decorating Payroll/ Contract 6,917
Total Operating and Maintenance Expenses 217,374
Real Estate Taxes 8,204
Payroll Taxes (FICA) 9,017
Miscellaneous Taxes, Licenses and Permits 627
Property and Liability Insurance (Hazard) 32,345
Workmen's Compensation 17,154
Health Insurance and Other Employee Benefits 8,717
Total Taxes and Insurance 76,154
Interest on Mortgage Payable 163,713
Interest on Accounts Payable (Note 11) 18,346
Miscellaneous Financial Expenses 5,083
Impairment Loss on Rental Property 1,859,614
Total Financial Expenses 2,046,756
Total Cost of Operations Before Depreciation 2,658,525
Profit (Loss) before Depreciation (1,774,747)
Depreciation (Total) 119,547
Operating Profit or (Loss) (1,894,294)
Other Expenses (Enitity) Amortization (Note 4) 10,802
Net Profit or (Loss) (1,905,096)
</TABLE>
The accompanying notes are an integral part of the financial statements.
Part II
1. Total principal payments required under the mortgage,
even if payments under a Workout Agreement are less or
more than those required under the mortgage 60,000
2. Replacement Reserve deposits required by the Regulatory
Agreement or Amendments thereto, even if payments may be
temporarily suspended or waived 18,400*
3. Replacement or Painting Reserve releases which are included
as expenses items on this profit and loss statement 9,533
See accompanying notes and auditor's report.
*Required by foreclosure Sale Use Agreement.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
STATEMENT OF PARTNERS' (DEFICIENCY)
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
GENERAL LIMITED
TOTAL PARTNER PARTNERS
<S> <C> <C> <C>
BALANCE DECEMBER 31, 1995 $ 896,552 $ (5,984) $ 902,536
Excess of expenses over
revenues for the period
ended December 31, 1996 (1,905,096) (19,051) (1,886,045)
BALANCE DECEMBER 31, 1996 $(1,008,544) $ (25,035) $ (983,509)
</TABLE>
See accompanying notes and auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING DECEMBER 31, 1996
<TABLE>
<CAPTION>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Rental receipts $840,550
Interest receipts 7,113
Other receipts 17,476
865,139
Administrative 39,934
Management fees 41,038
Utilities 145,506
Salaries and wages 74,502
Operating and maintenance 130,381
Real estate taxes 7,977
Miscellaneous taxes and insurance 36,523
Tenant security and other deposits 1,212
Interest on mortgage 164,456
Mortgage escrow deposits - net 89,663
Bank charges 5,083
736,275
NET CASH PROVIDED BY OPERATING ACTIVITIES 128,864
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in restricted cash accounts (186,758)
Reserve for replacement - funded (17,065)
Reserve for replacement - releases 9,533
Decrease in escrowed funds - Merrill Lynch/Fleet 29,046
Purchases of fixed assets (2,157)
Increase in advance from corporate general partner 50,000
Increase in amount due Carnes Bros.
Construction Co. - development fees 21,425
NET CASH USED IN INVESTING ACTIVITIES (95,976)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on mortgage (60,000)
NET CASH USED IN FINANCING ACTIVITIES (60,000)
NET DECREASE IN CASH AND CASH EQUIVALENTS (27,112)
CASH AT BEGINNING OF YEAR 27,970
CASH AT END OF YEAR $ 858
</TABLE>
See accompanying notes and auditor's report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDING DECEMBER 31, 1996
<TABLE>
<CAPTION>
CASH FLOWS FROM OPERATING ACTIVITIES: (continued)
<S> <C>
Net (loss) $(1,905,096)
Adjustments to reconcile net (loss) to net cash provided by operating
activities:
Depreciation and amortization 130,349
Impairment loss on rental property 1,859,614
Increase in tenant accounts receivable (16,893)
Increase in reserve for collection losses 14,259
Decrease in prepaid expenses 31,117
Decrease in tenant security deposits 1,963
Increase in mortgage escrow deposits (89,662)
Increase in deposits (1,209)
Increase in accounts payable 109,297
Decrease in accounts payable - government (503)
Decrease in accrued expenses (1,389)
Increase in accrued property tax 227
Decrease in prepaid rents (1,244)
Decrease in tenant security deposits payable (1,966)
NET CASH PROVIDED BY OPERATING ACTIVITIES $ 128,864
CASH PAID DURING THE YEAR FOR INTEREST $ 164,456
</TABLE>
See accompanying notes and auditor's report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 1: Summary of significant accounting policies:
Fixed assets and depreciation:
Fixed assets are stated at cost. Depreciation is provided
using the Modified Accelerated Cost Recovery Method over
the statutory periods of the related assets. Estimated
useful lives are as follows:
Buildings 27.5 years
Appliances 7 years
Office equipment 5 years
Income taxes:
No provision has been made for income taxes in the
accompanying financial statements since such taxes, if
any, are the responsibility of the individual partners.
The impairment loss discussed in Note 13 is not deductible
for income tax purposes.
NOTE 2: Organization:
Prince Hall Housing Associates, Limited, was organized on October
1, 1990, as an Oklahoma limited partnership under the laws of the
State of Oklahoma to acquire, develop, and operate a low-income
apartment project in Oklahoma City, Oklahoma. The partnership has
one general partner and two investor limited partners.
Capital contributed or accrued from date of inception through
December 31, 1996, is as follows:
General Partner:
Former Partner, George Carnes sold
his 1% general partnership interest
to Prince Hall Housing - Michaels
Corp. on October 22, 1993 $ 100
Limited Partners:
SLP, Inc. $ 10
Boston Financial Tax Credit Fund Plus
A Limited Partnership $1,495,000
continued -
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 2: Organization: (continued)
Distributions of profits and losses:
The partnership agreement provides that profits and losses
are to be distributed as follows:
General Partner:
Prince Hall Housing - Michaels Corp. 1%
Limited Partners:
Boston Financial Tax Credit Fund
Plus, A Limited Partnership 99%
The amended and restated partnership agreement provides that the
Investor Limited Partner shall contribute as its Capital
Contribution the sum of $1,495,000 plus the Incremental Amount
payable in three installments: the first Installment, in the
amount of $140,000, was payable on the date of the Investment
Closing; and the second Installment, in the amount of $655,000,
was payable on the Subsidy Layering Approval Date; and the third
Installment, in the amount of $700,000 plus the Incremental
Amount, was payable on the later of (a) the date on which the
Second Installment shall become due and payable and (b) the
Completion Date.
continued -
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 2: Organization: (continued)
<TABLE>
<CAPTION>
Capital contributions paid during 1993 were as follows:
<S> <C>
February 16, 1993 $ 10,000
June 21, 1993 505,000
August 5, 1993 150,000
December 17, 1993 100,000
Deposited with Escrow Agent,
Merrill Lynch Trust Company,
Employee Benefit Trust Operations 600,000
Total 1,365,000
Funded development fee
paid - BFTC 130,000
Total Syndication Proceeds $1,495,000
</TABLE>
NOTE 3: Mortgage Payable:
On November 27, 1990, a first mortgage was entered into by
Prince Hall Housing Associates, Limited, an Oklahoma Limited
Partnership in favor of Boatmen's First National Bank of
Oklahoma, of Oklahoma City, Oklahoma, (formerly First Interstate
Bank of Oklahoma, N.A.) as trustee, to secure that certain
promissory note executed on November 27, 1990. Under the terms
of the promissory note, Prince Hall Housing Associates promised
to pay to the Oklahoma County Home Finance Authority $1,825,000,
together with interest thereon, by depositing the amounts at the
principal corporate trust office of Boatmen's First National
Bank of Oklahoma.
All fixed assets are pledged as collateral toward the mortgage
note. No partner is personally obligated on the mortgage note.
continued -
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 3: Mortgage Payable: (continued)
The term of the loan is 15 years. Payments of $18,866 a month
including principal and interest began January 1, 1996. The
monthly payment amount is subject to change semi-annually as
specified in the Indenture of Trust. Beginning January 1, 1997,
monthly payments of $18,866 including principal and interest
continue to be required.
Maturities on the mortgage note for each of the next five years
are as follows:
Year Amount
1997 $ 65,000
1998 $ 75,000
1999 $ 80,000
2000 $ 90,000
2001 $ 100,000
NOTE 4: Loan Fees:
Loan fees consist of amounts paid for obtaining the mortgage
loan and commencing January 1, 1991, are being amortized over
fifteen (15) years using the straight-line method.
NOTE 5: Housing assistance payments:
In 1991, the partnership entered into a fifteen (15) year
Section 8 Housing Assistance Payments contract with HUD. HUD is
responsible for disbursing the monthly rent supplements to the
partnership. The maximum annual contract commitment is
approximately $742,000.
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 6: Restricted deposits and funded reserves:
The bond fund, debt service reserve fund, maintenance fund,
insurance fund, and revenue fund consist of amounts of project
funds held by the trustee, Boatmen's First National Bank of
Oklahoma, and are maintained as specified in the Indenture of
Trust.
NOTE 7:Unpaid Construction Costs:
As of December 31, 1996, the partnership was indebted to the
construction contractor, Carnes Bros. Construction Co., in the
amount of $321,626, for renovation costs incurred in 1991 and
1992.
NOTE 8: Identity of Interest:
The project's management agent, Interstate Realty Management
Company, is controlled by Michael J. Levitt.
The management fee is based on 6% of income as of December 31,
1996.
The partnership incurred bookkeeping fees charged by the
management agent for accounting services not covered by the
management fee which is consistent with HUD regulations.
Michael J. Levitt is also sole shareholder of Prince Hall
Housing - Michaels Corp., the General Partner of Prince Hall
Housing Associates, an Oklahoma Limited Partnership.
NOTE 9:Payroll Related Accounts:
Payroll related accounts reflect amounts paid or payable to the
management agent as reimbursement for actual wages paid to
on-site personnel and actual health insurance premiums paid for
on-site personnel plus a percentage for payroll taxes and
workers' compensation insurance.
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 10:Escrowed Fund:
An Escrow Agreement was entered into on December 1, 1992, by and
among Boston Financial Tax Credit Fund Plus, A Limited
Partnership, a Massachusetts limited partnership ("BFTCP");
Merrill Lynch Trust Company, a New Jersey corporation, Escrow
Agent (the "Escrow Agent"); Prince Hall Housing Associates,
Limited, an Oklahoma Limited Partnership (the "Partnership");
George F. Carnes in his capacity as original general partner of
the Partnership (the "General Partner") and Carnes Bros.
Construction Co., an Oklahoma corporation (the "Developer").
The agreement provides for a portion of the capital
contributions received from BFTCP be held in escrow until it has
been determined that "Breakeven", as defined in the
partnership's "First Amended and Restated Agreement", has been
achieved with respect to a period of twelve months and
distributions of "Cash Flow" to BFTCP in an aggregate amount
equal to "Cumulative Priority Distributions" has been effected.
The agreement also provides for a portion of the capital
contributions received by BFTCP to be held in escrow and be
available to discharge "Security Expenditures" incurred by the
partnership, as defined in the partnership's "First Amended and
Restated Agreement". In addition, as required by HUD and agreed
to by the partners in the First Amendment to the Escrow
Agreement, $150,000 of the funds derived from the capital
contributions of BFTCP to the partnership be available for debt
service payments and that releases from this account for any
other purpose requires HUD approval.
On June 1, 1996, Merrill Lynch Trust Company resigned as Escrow
Agent and Fleet National Bank became the successor escrow agent.
The balance held in escrow at December 31, 1996, is $506,581.
NOTE 11: Accounts Payable:
Included in accounts payable are amounts due Interstate Realty
Management Company for operating expenses totaling $368,395 plus
accrued interest in the amount of $44,061.
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
NOTES TO FINANCIAL STATEMENTS
AS OF DECEMBER 31, 1996
NOTE 12: Cash in Bank - restricted:
In 1996, HUD approved a one-time "Non-Drug Crime Special Rent
Increase" for the project. The special rent increase was made
retroactive to January 1, 1996, and expired December 31, 1996.
Expenditure of these funds by the project is restricted to the
costs reflected in the HUD approved "Non-Drug Crime Special Rent
Increase" program dated September 12, 1996. Subsequent to
December 31, 1996, HUD has required unused funds be returned.
NOTE 13:Impairment Loss
During the year ended December 31, 1996, the Partnership
recognized an impairment loss (noncash) on its rental property
in the amount of $1,859,614 as a result of applying FASB No.
121, ACCOUNTING FOR THE IMPAIRMENT OF LONG LIVED ASSETS AND FOR
LONG LIVED ASSETS TO BE DISPOSED OF. The Partnership was
required to adopt FASB No. 121 in 1996. FASB No. 121 requires an
impairment loss be recognized if the sum of the expected
undiscounted future net cash flow to be generated by the rental
property is less than the carrying amount of the property. The
amount of loss required to be recognized is the amount by which
the carrying value exceeds the fair value of the property. The
Partnership has used an appraised market value to estimate the
fair value of the rental property.
NOTE 14: Going Concern:
The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles,
which assumes continuation of the Partnership as a going
concern. The partnership incurred a net operating loss of
$1,905,096 during the year ended December 31, 1996. At
December 31, 1996, current liabilities exclusive of advances
for development and construction exceed current assets by
$663,737.
See auditors' report.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
SUPPLEMENTAL SCHEDULES
AS OF DECEMBER 31, 1996
ACCOUNTS AND NOTES RECEIVABLE
(OTHER THAN FROM REGULAR TENANTS)
NONE
<TABLE>
<CAPTION>
DELINQUENT TENANT ACCOUNTS RECEIVABLE
Number Amount
of Tenants Past Due
<S> <C> <C>
Delinquent 30 days 12 $ 3,662
Delinquent 31-60 days 6 2,515
Delinquent 61-90 days 4 1,206
Delinquent over 90 days 125 32,683
Total 147 $40,066
</TABLE>
Account #4220 - Reserve for collection losses include delinquent
accounts over 30 days.
MORTGAGE ESCROW DEPOSITS
Mortgage escrow deposits are not required for Prince Hall Housing
Associates, Limited. The mortgage is not HUD insured.
See accompanying notes and auditors' reports.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
SUPPLEMENTAL SCHEDULES (CONTINUED)
AS OF DECEMBER 31, 1996
TENANT SECURITY DEPOSITS
Tenant security deposits are held in a separate bank account in
the name of the project.
RESERVE FOR REPLACEMENTS
In accordance with the terms of the Foreclosure Sale Use Agreement,
restricted cash is held by Boatmen's First National Bank of Oklahoma, Oklahoma
City, Oklahoma, to be used for replacement of property with the approval of HUD,
as follows:
<TABLE>
<CAPTION>
<S> <C>
Balance, December 31, 1995 $ 46,433
Monthly deposits (current requirement
$1,533 per month) 16,867
Interest earned 2,648
Transfers to revenue fund (2,450)
Withdrawals (9,533)
Balance, December 31, 1996
confirmed by mortgagee $ 53,965
</TABLE>
ACCOUNTS PAYABLE - OTHER THAN TRADE CREDITORS
DUE TO IDENTITY OF INTEREST PARTIES
<TABLE>
<CAPTION>
Date Original Balance
Incurred Creditor Purpose Terms Amount Due
<S> <C> <C> <C> <C> <C>
1996 Prince Hall
Housing -
Michaels Corp. Advance N/A $ 50,000 $ 50,000
</TABLE>
See accompanying notes and auditors' reports.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
SUPPLEMENTAL SCHEDULES (CONTINUED)
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
ACCOUNTS PAYABLE - OTHER THAN TRADE CREDITORS
Date Original Balance
Incurred Creditor Purpose Terms Amount Due
<S> <C> <C> <C> <C> <C>
1991 Carnes Bros. Construction
Construction period
Co. advances N/A $216,022 $216,022
1992 Carnes Bros. Operating
Construction expense
Co. advances N/A $ 16,021 $ 16,021
1991 Carnes Bros. Unpaid
Construction construction
Co. costs N/A $836,746 $321,626
1994-96 Carnes Bros. Interest
Construction earned on escrow
Co. fund-Merrill
Lynch/Fleet
National Bank N/A $ 69,030 $ 69,030
1995 U.S. Dept. of Voucher
HUD - Oklahoma adjust- Upon
City, OK ments approval $ 3,489 $ 3,489
</TABLE>
<TABLE>
<CAPTION>
ACCRUED TAXES
Amount
Description of Tax Period Covered Due Date Accrued
<S> <C> <C> <C>
Property 1996 01/01/97 $ 8,204
</TABLE>
See accompanying notes and auditors' reports.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
SUPPLEMENTAL SCHEDULES (CONTINUED)
AS OF DECEMBER 31, 1996
COMPENSATION OF PARTNERS
No compensation was paid to partners in 1996.
LISTING OF IDENTITIES OF INTEREST
Identities of interest are disclosed in Notes 8, 9 and 11. Amounts
incurred for services rendered paid from operating funds is as follows:
<TABLE>
<CAPTION>
Amount Footnote
Company Name Type of Service Incurred Reference
<S> <C> <C> <C>
Interstate Realty
Management Company Management agent $ 52,852 8
Interstate Realty
Management Company Bookkeeping service $ 9,826 8
</TABLE>
UNAUTHORIZED DISTRIBUTIONS OF PROJECT INCOME
NONE
See accompanying notes and auditors' reports.
<PAGE>
Computation of Surplus Cash, U.S. Department of Housing
Distributions and Residual and Urban Development
Receipts Office of Housing
Federal Housing Commissioner
<TABLE>
<CAPTION>
Project Name Fiscal Period Ended Project Number
Prince Hall Housing
DBA Capitol Park Apartments December 31, 1996 0K56-E000-014
<S> <C>
Cash 10,865
(a) Total Cash 10,865
Accrued mortgage interest payable 20,340
Accounts payable (due within 30days) 489,818
Accrued expenses (not escrowed) 21,868
Prepaid rents 1,721
Tenant security deposits liability 9,878
Other 3,489
(b) Less Total Current Obligations 547,114
(c) Surplus Cash (Deficiency) (Line (a)minus Line (b)) (536,249)
</TABLE>
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
SUPPLEMENTAL SCHEDULES (CONTINUED)
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
CHANGES IN FIXED ASSETS
A S S E T S
Balance Balance
December 31, Impairment December 31,
1995 Additions Loss 1996
<S> <C> <C> <C> <C>
Land $ 25,881 - - $ 25,881
Buildings 3,085,426 - $2,455,826 629,600
Appliances 78,013 - - 78,013
Building equipment-
fixed - $ 2,157 - 2,157
Office equipment 1,293 - - 1,293
TOTALS $3,190,613 $ 2,157 $2,455,826 $ 736,944
</TABLE>
<TABLE>
<CAPTION>
A C C U M U L A T E D D E P R E C I A T I O N
Balance Balance
December 31, Impairment December 31, Net
1995 Provisions Loss 1996 Book Value
<S> <C> <C> <C> <C> <C>
Land $ - $ - - $ - $ 25,881
Buildings 484,026 112,186 $ 596,212 - 629,600
Appliances 60,572 6,979 - 67,551 10,462
Building equipment-
fixed - 308 - 308 1,849
Office equipment 1,219 74 - 1,293 -
TOTALS $ 545,817 $119,547 $ 596,212 $ 69,152 $ 667,792
</TABLE>
See accompanying notes and auditors' reports.
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: 0K56-E000-014
SUPPLEMENTAL SCHEDULES (CONTINUED)
AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
SCHEDULE OF FUNDS IN FINANCIAL INSTITUTIONS
AS OF DECEMBER 31, 1996:
<S> <C> <C>
A. Funds held by mortgagor, cash and
cash equivalents:
1. PNC Bank $ 258
2. Mellon Bank (restricted) 95,249
3. Community National Bank (restricted) 91,509
Funds held by mortgator - Total 187,016
B. Funds held by Mortgagor in trust, tenant
security deposits:
1. Community National Bank 9,878
2. American Bank and Trust 129
Funds held by mortgagor, Total 10,007
C. Funds held by mortgagee in trust:
1. Tax, hazard and mortgage insurance escrow N/A
2. Reserve fund for replacements 53,965
3. Debt service reserve fund 125,300
4. Revenue fund 24,481
5. Bond fund 19,013
6. Insurance fund 83,249
Funds held by mortgagee, Total 306,008
Total funds in financial institutions $503,031
</TABLE>
See accompanying notes and auditors' reports.
<PAGE>
John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633
EIN 73-1261093
Independent Auditor's Report on the Internal Control Structure
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the financial statements of Prince Hall Housing
Associates, Limited, An Oklahoma Limited Partnership, as of and for the year
ended December 31, 1996, and have issued our report thereon dated January 18,
1997. We have also audited Prince Hall Housing Associates, Limited's, compliance
with requirements applicable to its major HUD-assisted program, the Section 8
program, and have issued our report thereon dated January 18, 1997.
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 Consolidated Audit Guide for Audits of HUD
Programs (the "Guide"), issued by the U.S. Department of Housing and Urban
Development, Office of the Inspector General in July, 1993. Those standards and
the Guide require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement and about whether Prince Hall Housing Associates, Limited, complied
with laws and regulations, noncompliance with which would be material to a
HUD-assisted program.
The management of Prince Hall Housing Associates, Limited, is
responsible for establishing and maintaining an internal control structure. In
fulfilling this responsibility, estimates and judgments by management are
required to assess the expected benefits and related costs of internal control
structure policies and procedures. The objectives of an internal control
structure are to provide management with reasonable, but not absolute, assurance
that assets are safeguarded against loss from unauthorized use or disposition
and that transactions are executed in accordance with management's authorization
and recorded properly to permit the preparation of financial statements in
accordance with generally accepted accounting principles and that HUD-assisted
programs are managed in compliance with applicable laws and regulations. Because
of inherent limitations in any internal control structure, errors,
irregularities or instances of noncompliance may nevertheless occur and not be
detected. Also, projection of any evaluation of the structure to future periods
is subject to the risk that procedures may become inadequate because of changes
in conditions or that the effectiveness of the design and operation of policies
and procedures may deteriorate.
<PAGE>
In planning and performing our audits, we obtained an understanding
of the design of relevant internal control structure policies and procedures and
determined whether they had been placed in operation, and we assessed control
risk in order to determine our auditing procedures for the purpose of expressing
our opinions on the financial statements of Prince Hall Housing Associates,
Limited, and on its compliance with specific requirements applicable to its
HUD-assisted program and to report on the internal control structure.
We performed tests of controls, as required by the Guide, to evaluate
the effectiveness of the design and operation of internal control structure
policies and procedures that we considered relevant to preventing or detecting
material noncompliance with specific requirements applicable to the Prince Hall
Housing Associates, Limited, major HUD-assisted program. Our procedures were
less in scope than would be necessary to render an opinion on internal control
structure policy and procedures. Accordingly, we do not express such an opinion.
Our consideration of the internal control structure would not
necessarily disclose all matters in the internal control structure that might be
material weaknesses under standards established by the American Institute of
Certified Public Accountants. A material weakness is a condition in which the
design or operation of one or more of the internal control structure elements
does not reduce to a relatively low level the risk that errors or irregularities
in amounts that would be material in relation to the financial state- ments
being audited or that noncompliance with laws and regulations that would be
material to a HUD-assisted program may occur and not be detected within a timely
period by employees in the normal course of performing their assigned functions.
We noted no matters involv- ing the internal control structure and its operation
that we consider to be material weaknesses as defined above.
This report is intended for the information of management and the
Department of Housing and Urban Development. However, this report is a matter of
public record and its distribution is not limited.
/s/John D. Schuler
Tulsa, Oklahoma
January 18, 1997
<PAGE>
John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633
EIN 73-1261093
INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
REQUIREMENTS APPLICABLE TO A MAJOR HUD PROGRAM
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the financial statements of Prince Hall Housing
Associates, Limited, An Oklahoma Limited Partnership, as of and for the year
ended December 31, 1996, and have issued our report thereon dated January 18,
1997.
In addition, we have audited the Prince Hall Housing Associates,
Limited's compliance with the the specific program requirements governing
management functions, maintenance, replacement reserve, federal financial
reports, tenant applications, eligibility and recertification, security
deposits, mortgage status, residual receipts, cash receipts, cash disbursements
and distributions to owners that are applicable to its major HUD-assisted
program, the Section 8 program, for the year ended December 31, 1996. The
management of Prince Hall Housing Associates, Limited, is responsible for
compliance with those requirements. Our responsibility is to express an opinion
on compliance with those requirements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards, Government Auditing Standards, issued by the Comptroller General of
the United States, and the Consolidated Audit Guide for Audits of HUD Programs
(the "Guide") issued by the U.S. Department of Housing and Urban Development,
Office of Inspector General in July, 1993. Those standards and the Guide require
that we plan and perform the audit to obtain reasonable assurance about whether
material noncompliance with the requirements referred to above occurred. An
audit includes examining, on a test basis, evidence about Prince Hall Housing
Associates, Limited's, compliance with those requirements. We believe that our
audit provides a reasonable basis for our opinion.
In our opinion, Prince Hall Housing Associates, Limited, complied, in
all material respects, with the requirements described above that are applicable
to its major HUD-assisted program for the year ended December 31, 1996.
This report is intended for the information of management and the
Department of Housing and Urban Development. However, this report is a matter of
public record and its distribution is not limited.
/s/John D. Schuler
January 18, 1997
<PAGE>
John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633
EIN 73-1261093
INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH SPECIFIC
REQUIREMENTS APPLICABLE TO AFFIRMATIVE FAIR HOUSING
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the financial statements of Prince Hall Housing
Associates, Limited, as of and for the year ended December 31, 1996, and have
issued our report thereon dated January 18, 1997.
We have applied procedures to test Prince Hall Housing Associates,
Limited's, compliance with the affirmative fair housing requirements applicable
to its HUD-assisted program, for the year ended December 31, 1996.
Our procedures were limited to the applicable compliance requirement
described in the Consolidated Audit Guide for Audits of HUD Programs issued by
the U.S. Department of Housing and Urban Development, Office of Inspector
General in July, 1993. Our procedures were substantially less in scope than an
audit, the objective of which would be the expression of an opinion on Prince
Hall Housing Associates, Limited's, compliance with the affirmative fair housing
requirements. Accordingly, we do not express such an opinion.
The results of our tests disclosed no instances of noncompliance that
are required to be reported herein under the Guide.
This report is intended for the information of management and the
Department of Housing and Urban Development. However, this report is a matter of
public record and its distribution is not limited.
/s/John D. Schuler
January 18, 1997
<PAGE>
John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633
EIN 73-1261093
INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE
WITH APPLICABLE LAWS AND REGULATIONS
IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS
To the Partners
Prince Hall Housing Associates, Limited
Marlton, New Jersey
We have audited the financial statements of Prince Hall Housing
Associates, Limited, as of and for the year ended December 31, 1996, and have
issued our report thereon dated January 18, 1997.
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.
Compliance with laws, regulations, and contracts applicable to Prince
Hall Housing Associates, Limited, is the responsibility of Prince Hall Housing
Associates, Limited's management. As part of obtaining reasonable assurance
about whether the financial statements are free of material misstatement, we
performed tests of Prince Hall Housing Associates, Limited's compliance with
certain provisions of law, regulations, and contracts. However, the objective of
our audit of the financial statements was not to provide an opinion on overall
compliance with such provisions. Accordingly, we do not express such an opinion.
The results of our tests disclosed no instances of noncompliance that
are required to be reported herein under Government Auditing Standards.
This report is intended for the information of management and the U.S.
Department of Housing and Urban Development. However, this report is a matter of
public record, and its distribution is not limited.
/s/John D. Schuler
January 18, 1997
<PAGE>
John D. Schuler
Certified Public Accountants
2021 South Lewis Avenue, Suite 700
Tulsa, Oklahoma 74104
918/742-6633
EIN 73-1261093
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
MORTGAGOR'S CERTIFICATION
We hereby certify that we have examined the foregoing financial
statements and supplemental schedules of Prince Hall Housing Associates,
Limited, and, to the best of our knowledge and belief, the same are complete and
accurate.
General Partner:
PRINCE HALL HOUSING - MICHAELS CORP.
/s/Michael J. Levitt 4/8/97
Michael J. Levitt Date
President
Partnership EIN 73-1373867
<PAGE>
PRINCE HALL HOUSING ASSOCIATES, LIMITED
AN OKLAHOMA LIMITED PARTNERSHIP
DBA CAPITOL PARK APARTMENTS
SECTION 8 NUMBER: OK56-E000-014
MANAGEMENT AGENT'S CERTIFICATION
We hereby certify that we have examined the foregoing financial
statements and supplemental schedules of Prince Hall Housing Associates,
Limited, and, to the best of our knowledge and belief, the same are complete and
accurate.
INTERSTATE REALTY MANAGEMENT COMPANY
/s/James V. Bleiler
James V. Bleiler, CPA Date
Executive Vice President
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> MAR-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 381,519
<SECURITIES> 998,695
<RECEIVABLES> 7,943
<ALLOWANCES> 000
<INVENTORY> 000
<CURRENT-ASSETS> 000
<PP&E> 727,397
<DEPRECIATION> 000
<TOTAL-ASSETS> 22,989,174<F1>
<CURRENT-LIABILITIES> 000
<BONDS> 000
000
000
<COMMON> 000
<OTHER-SE> 21,311,040
<TOTAL-LIABILITY-AND-EQUITY> 22,989,174<F2>
<SALES> 000
<TOTAL-REVENUES> 257,145<F3>
<CGS> 000
<TOTAL-COSTS> 000
<OTHER-EXPENSES> 598,221<F4>
<LOSS-PROVISION> 000
<INTEREST-EXPENSE> 34,791
<INCOME-PRETAX> 000
<INCOME-TAX> 000
<INCOME-CONTINUING> 000
<DISCONTINUED> 000
<EXTRAORDINARY> 000
<CHANGES> 000
<NET-INCOME> (2,822,852)<F5>
<EPS-PRIMARY> (78.15)
<EPS-DILUTED> 000
<FN>
<F1>Included in total assets: Investments in Local Limited Partnerships
$19,511,417, Other investments $1,325,714, Mortgagee escrow deposits $13,345,
Tenant security deposits $3,639 and Other assets $19,505. <F2>Included in Total
Liabilities and Equity: Accounts payable to affiliates $881,741, Accounts
payable and accrued expenses $51,702, Accrued interest $1,743, Mortgage notes
payable $739,994, Security deposits payable $3,639 and Minority interest in
Local Limited Partnerships $(685). <F3>Total revenue includes: Rental $120,829,
Investment $81,379 and Other $54,937. <F4>Included in Other Expenses: Asset
Management Fees $179,719, General and Administrative $217,169, Property
Management Fees $8,845, Rental operations, exclusive of depreciation $80,307,
Depreciation $70,664 and Amortization $41,517. <F5>Net loss reflects: Equity in
losses of Local Limited Partnerships of $(2,546,404), minority interest in loss
of Local Limited Partnerships $706 and Accretion of Original Issue Discount
$98,713.
</FN>
</TABLE>
