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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
/X/ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended March 31, 1997 or
/ / Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________________ to ______________
Commission file number: 0-19258
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Delaware |
11-3022123 |
c/o Paul J. Maddock, Megan Asset Management, Inc.
1424 West Century Avenue, Suite 102, Bismarck, ND 58503
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (701) 223-2923
Securities registered pursuant to Section 12(b) of the Act: NONE.
Securities registered pursuant to Section 12(g) of the Act: LIMITED PARTNERSHIP &nb
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 / / &nbs
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment of this Form 10-K. /X/
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
/ / Yes /X/ No
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospects filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933: NONE
This filing is a consolidated filing for the fiscal year ended March 31, 1997. Bayfield Low Income Housing Limited Partnership (the "Partnership") has not heretofore filed an Annual Report on Form 10-K for the fiscal year ended March 31, 1997, nor has it filed Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, September 30, and December 31, 1996, (the "10-Q's"). The 10-Q's will n
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP |
||
INDEX |
||
PART I |
||
Item 1. |
Business |
1 |
Item 2. |
Properties |
7 |
Item 3. |
Legal Proceedings |
21 |
Item 4. |
Submission of Matters to a Vote of Security Holders |
22 |
PART II |
||
Item 5. |
Market for Registrant's Limited Partnership Interests and Related Security Holder Matters |
22 |
Item 6. |
Selected Financial Data |
23 |
Item 7. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
24 |
Item 7A. |
Quantitative and Qualitative Disclosure about Market Risks |
30 |
Item 8. |
Financial Statements and Supplementary Data |
30 |
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
30 |
PART III |
||
Item 10. |
Directors and Executive Officers of the Registrant |
30 |
Item 11. |
Executive Compensation |
33 |
Item 12. |
Security Ownership of Certain Beneficial Owners and Management |
35 |
Item 13. |
Certain Relationships and Related Transactions |
35 |
PART IV |
||
Item 14. |
Exhibits, Financial Statement Schedules, and Reports on Form 8-K |
36 |
Signatures |
|
38 |
PART I
Item 1. Business
Organization
Bayfield Low Income Housing Limited Partnership (the "Partnership") is a Delaware limited partnership organized as of July 1, 1990 pursuant to the provisions of a Joint Plan of Reorganization of 52 Debtors (investor limited partnerships - the "Debtor Investor Partnerships"), dated May 9, 1990, pursuant to the provisions of Chapter 11 of Title 11, United States Code, as confirmed July 13,
A majority of the Projects received financing under Section 515 of the Housing Act of 1949, (as amended "Section 515"), which authorized the Rural Housing Service, the successor agency to the Farmers Home Administration of the Department of Agriculture (collectively referred to here in as "RD") to provide direct below-market-rate mortgage loans for rural rental housing.
The Partnership was created under the Plan as a master limited partnership into which all of the assets and liabilities of the Debtor Investor Partnerships were "rolled-up" as of July 1, 1990. Pursuant to the Plan, the Partnership has succeeded to the interests of the Debtor Investor Partnerships in the Operating Partnerships, and the Debtor Investor Partnerships were liquidated in 1990.
The 52 Debtor Investor Partnerships were the following Delaware limited partnerships:
ARLINGTON Estates Limited Partnership
BARRINGTON Estates Limited Partnership
BAYFIELD Estates Limited Partnership
BEECHFIELD Estates Limited Partnership
BIRCHFIELD Estates Limited Partnership
BLAKEFIELD Estates Limited Partnership
BRIGHTON Estates Limited Partnership
BROOKLINE Estates Limited Partnership
CANDLE RIDGE Estates Limited Partnership
CANTERBURY Estates Limited Partnership
CARLYSLE Estates Limited Partnership
CHERRYWOOD Estates Limited Partnership
CHESTERFIELD Estates Limited Partnership
CLARKSON Estates Limited Partnership
CLAYTON Estates Limited Partnership
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CLOVERFIELD Estates Limited Partnership
COPPERFIELD Estates Limited Partnership
CRESCENT Estates Limited Partnership
DEERFIELD Estates Limited Partnership
DELAFIELD Estates Limited Partnership
EDENFIELD Estates Limited Partnership
EMERALD Estates Limited Partnership
EVEREST Estates Limited Partnership
EVERGREEN Realty Investors Limited Partnership
FIRST Estates Limited Partnership
GLENWOOD Estates Limited Partnership
GREENFIELD Estates Limited Partnership
GREENWOOD Estates Limited Partnership
HARBORFIELD Estates Limited Partnership
HOLLY Estates Limited Partnership
HUNTER Estates Limited Partnership
KEHRS MILL Estates Limited Partnership
LITTLEFIELD Estates Limited Partnership
LIVINGSTON Realty Investors Limited Partnership
MEADOWFIELD Estates Limited Partnership
MITCHELLFIELD Estates Limited Partnership
NORTHFIELD Estates Limited Partnership
NORWICH Estates Limited Partnership
OLEANDER Estates Limited Partnership
PINE HOLLOW Estates, A Delaware Ltd. Partnership
PLAINFIELD Estates Limited Partnership
PLANTINGFIELD Estates Limited Partnership
REDWOOD Estates Limited Partnership
ROSEWOOD Estates Limited Partnership
SAGEWOOD Estates Limited Partnership
SOUTHFIELD Estates Limited Partnership
SPRINGFIELD Estates Limited Partnership
SUMMERFIELD Estates Limited Partnership
SYCAMORE Realty Investors Limited Partnership
WALNUT Estates Limited Partnership
WILSHIRE Estates Limited Partnership
WYNNFIELD Estates Limited Partnership
First American Holdings, Inc., a Delaware corporation ("First American"), was the sole general partner of each of the Debtor Investor Partnerships, and was the initial General Partner of the Partnership under the Plan. The Plan required that an independent manager that was not affiliated with First American take over the responsibility for the administration of the Partnership. A committee formed by
-2-
Group", and the "Investors Committee") selected Megan Management Company, Inc. ("Megan Management") as the independent manager and entered into a management agreement with Megan Management as of July 10, 1990 (as amended by that Amended and Restated Management Agreement as of December 23, 1991 the "Management Agreement").
Effective December 23, 1991, First American withdrew as general partner, subject to the approval of the Limited Partners, pursuant to a Settlement Agreement (the "Settlement Agreement") with the Partnership and Megan Management. Among other things, the Settlement Agreement provided for certain amendments to the partnership agreement of the Partnership and, at the request of the Investors Committee, for the replacement of First American as General Partner of the Partnership by Megan Management or an affiliated company, which were effected by the Second Amended and Restated Agreement of Limited Partnership of Bayfield Low Income Housing Limited Partnership entered into as of the 23rd day of December, 1991 (the " Partnership Agreement"). The Settlement Agreement was approved by the bankruptcy court, and the Plan modified in accordance therewith, by an order entered June 22, 1992. Consent of the Limited Partners of the Partnership was obtained in October 1992.
As of December 31, 1992, Megan Management's rights and obligations as General Partner and Independent Manager of the Partnership were assigned to, and assumed by, Megan Asset Management, Inc. ("Megan Asset Management" or the "Independent Manager"), a corporation which was under common ownership and control with Megan Management.
The General Partner has full, exclusive and complete discretion in the management and control of the Partnership, except as limited by the Partnership Agreement, by the Plan or by the Management Agreement. Megan Asset Management, in its capacity as Independent Manager under the Plan, is responsible for the day-to-day management of the Partnership's operations.
Each of the Debtor Investor Partnerships' offerings of Limited Partnership Interests (as hereinafter defined) had been closed prior to the organization of the Partnership. Accordingly, no additional interests in the Partnership are being made available and only limited transfers of Limited Partnership Interests in the Partnership are being effected in accordance with the Partnership Agreement.
Description of Business
The Partnership's principal business is to maintain its investments in the form of Limited Partnership Interests in the Operating Partnerships (and, through such investments, in the Projects) and to carry out the provisions of the Plan. See "Business Objectives" under this Item.
For Projects funded under Section 515 after December 21, 1979, which include substantially all of those in which the Partnership owns an interest, applicable law and regulations require the owner to utilize the housing for eligible low income tenants at restricted lower rents for a period of 20 years following closing of the RD mortgage.
-3-
The direct below-market-rate mortgage loans for rural rental housing provided by RD under Section 515 are extended to qualified sponsors organized exclusively for the purpose of providing housing in amounts up to 97% of apartment complex costs as determined pursuant to RD regulations and for terms up to 50 years. In addition, RD may provide an owner with mortgage interest subsidies, which effectively lower the interest rate of the loan to 1% after the completion of the apartment complex, the benefits of which the owner must pass through to eligible tenants in the form of lower rents. RD regulations limit cash distributions to owners of apartment complexes which it finances to a maximum annual return of 8% per annum, on a non-cumulative basis, on the owner's equity contribution of 3% to 5% of the cost of the apartment complex.
RD approval is required if an owner wishes to sell a Project. In addition, applicable law and regulations also preclude prepayment of mortgage loans, except in certain very limited circumstances and unless the owner agrees to utilize the project for eligible tenants for a specified period.
Each of the Projects indirectly owned by the Partnership qualified for the low income housing tax credits (the "Tax Credits"), under Section 42 of the Internal Revenue Code of 1986, as amended (the "Tax Code"), which was enacted by the United States Congress to promote the development of low income rental housing. In order to generate Tax Credits, properties must be rented to tenants whose incomes are below certain levels established by the federal government, and the rents which are permitted to be charged are strictly limited by government regulations. Since the inception of the Partnership, five of its Operating Partnerships were lost due to insolvent or bankrupt. A portion of the Tax Credits generated by these Operating Partnerships were, therefore, lost. This loss of Tax Credits has a direct effect on the Limited Partners since the amount of Tax Credits allocated to the Limited Partners is reduced correspondingly. Generation of Tax Credits by the Partnership and the receipt thereof by the Limited Partners is one of the primary business objectives of the Partnership.
For the tax year ended December 31, 1996, the Partnership passed through an aggregate total of approximately $4,805,000 of Tax Credits to the Limited Partners. The annual anticipated Tax Credits, which the Partnership could have received from the Operating Partnerships, excluding those projects lost in prior years due to insolvency or bankruptcy, and passed through to the Limited Partners during the tax year ended December 31, 1996, was approximately $5,020,000.
As of December 31, 1999, substantially all of the Tax Credits have been realized from the Operating Partnerships and passed through to the Limited Partners. With the realization of substantially all of the Tax Credits by the Limited Partners as of December 31, 1999, the General Partner began exploring various exit strategies, including the sale and refinancing of the Partnership's interests in the Operating Partnerships. However, various restrictions in connection with the RD mortgage loans, as well as continuing occupancy requirements with respect to the Tax Credits received and market conditions will severely restrict the Partnership's flexibility in considering various exit strategies and the value to be received from the exit strategies considered.
-4-
Business Objectives
Although there can be no assurance that the Partnership's purpose or objectives will be achieved, the sole purpose of the Partnership as set forth in the Partnership Agreement was (i) to acquire the Debtor Investor Partnerships' equity interests as a limited partner in each of the Operating Partnerships, which developed and were to own, hold, manage, operate, lease, mortgage, sell and otherwise deal with the Projects, (ii) to assume liabilities of the Debtor Investor Partnerships in accordance with the Plan, (iii) to fulfill such other undertakings of the Partnership as are set forth in the Plan, and (iv) to conduct such other activities as may be necessary or appropriate to carry out the foregoing.
Purpose (i) - the acquisition of the Debtor Investor Partnerships' equity interests as a limited partner in each of the Operating Partnerships, which developed and were to own, hold, manage, operate, lease, mortgage, sell and otherwise deal with the Projects, was completed in July, 1990 See "Item 1. Business - Organization", above;
Purpose (ii) - the liabilities of the Debtor Investor Partnerships were assumed by and have been substantially paid by the Partnership. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - "Liquidity", below.
Purpose (iii) - in attempting to fulfill such other undertakings of the Partnership as are set forth in the Plan the Partnership has, among other things:
For the fiscal year ended March 31, 1997 (the "1997 Fiscal Year"), the fiscal year ended March 31, 1996 (the "1996 Fiscal Year") and the fiscal year ended March 31, 1995 (the "1995 Fiscal Year") the Partnership had cash and cash reserves totaling $1,661,534, $1,959,430 and $2,224,916, respectively. The Partnership used its capital resources during these periods to fund its operations, including the payment of fees to the Independent Manager under the Management Agreement and the General Partner pursuant the Settlement Agreement, and to make loans to certain financially troubled Operating Partnerships in order to attempt to insure that the Tax Credits, and other tax benefits, continued to flow from those Operating Partnerships to the Limited Partners. See "Item 2. Properties" and "Item 3. Legal Proceedings"; see, also, "Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity".
In order to generate Tax Credits and avoid recapture thereafter, there are significant continuing occupancy requirements with which each Project must comply for a 15-year compliance period. To the extent a
-5-
Project does not comply with the Tax Credit occupancy requirements, all of the Tax Credits previously generated by the non-complying dwelling units in the applicable Project, and used by the Limited Partners, would have to be recaptured. If this occurs the Limited Partners would have to pay a tax equal to one-third of the Tax Credits so generated and used by the Limited Partners to reduce their tax liability, together with possible penalties and interest.
The Partnership does not expect to make material distributions beyond those previously made, as its sources of liquidity are limited and are being used to meet its operating expenses, including attempts to preserve the Projects. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Capital Resources and - Liquidity".
Purpose (iv) - conduct such other activities as may be necessary or appropriate to carry out the foregoing, the Partnership has focused on the following long-term objectives:
a) capital appreciation through increases in the value of the Partnership's investments in the Operating Partnerships; and
b) providing cash distributions to the Limited Partners from the proceeds
of the sale or refinancing of the Projects.
Objective a) - The Partnership's investments are in apartment complexes which provide housing to low income tenants pursuant to government sponsored programs. Therefore, in addition to market-related risks, which any real estate investment is subject to, capital appreciation of a Limited Partnership interest is subject to the restrictions set by government policy. As explained below, this makes it unlikely that the Projects owned by the Operating Partnerships will significantly increase in value.
The vast majority of the Projects owned by the Partnership are located in small rural communities. As such, the market rents in many of the Partnership's Project areas are not significantly higher that the RD restricted rents eligible tenants are currently charged. Therefore, the valuation of many of the Partnership's Projects, even if based upon market rents, results in little or no appreciation from their valuation at the time the Partnership acquired them. In the event that the projected cash flow from any of the Projects in a market rate environment is significantly greater than that in a restricted rent environment, the Partnership can seek RD approval to prepay a specific Project's 50 year mortgage and then sell the Project or convert it to market rate property, or upon RD's refusal to allow prepayment, seek an equity loan from RD to use to repay a portion of the equity the Partnership contributed to the Operating Partnership. However, the instances where market rents might be significantly higher are rare and there are numerous government restrictions in connection with such a course
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of action. In addition, most of the Partnership's Project mortgages have an absolute restriction which will not allow prepayment until approximately 2009.
Accordingly, based on current market conditions and government regulations, it does not appear that the value of the Projects owned by the Partnership will increase significantly. The value of the Projects and the market conditions are adversely affected by the restricted use limitations which limit the amount of income a tenant may have and the amount of rent a Project can charge a tenant. Under current RD regulations, these restrictions will continue to be in place until the Projects are in their 20th year of existence or approximately the year 2009. These regulations make capital appreciation in the Partnership's Projects much more difficult than is the case with market rate properties.
Objective b) - With respect to the Partnership's long-term objective to provide cash distributions to the Limited Partners from the proceeds of the sale or refinancing of the Projects, with the realization of substantially all of the Tax Credits by the Limited Partners as of December 31, 1999, the General Partner began exploring various exit strategies, including the sale and refinancing of the Partnership's interests in the Operating Partnerships. However, the various restrictions in connection with the RD mortgage loans, as well as the continuing occupancy requirements with respect to the Tax Credits received and market conditions, severely restrict the Partnership's flexibility in considering various exit strategies and the value to be received from the exit strategies considered. See "Item 1. Business - Description of Business", above. Nonetheless, the Partnership continues to consider exit strategies.
Employees
The Partnership has no employees. The day-to-day operations of the Partnership are conducted by the Independent Manager, which employs 2 people on a full-time basis.
Item 2 . Properties.
Each Operating Partnership owns and operates a Project, which generated Tax Credits under Section 42 of the Tax Code over its initial 10-years of existence or slightly longer. A description of the Projects is contained in the following tables. Immediately following these tables, a glossary which provides an explanation of certain terms used in the table headings, as well as a discussion of certain Projects.
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Bayfield Low Income Housing Limited Partnership |
|||||||||||
Operating Partnership |
City |
State |
Number of Apt. Units |
Project's Mortgage Balance |
Developer's Original Equity |
Tax Items |
Capital Events |
Bayfield's Committed Capital Contribution |
Approx. Avg. Annual Anticipated Federal Credits |
1996 LIHC Credits |
Accum. LIHC (from Inception of Bayfield) |
AFM RRH Limited |
Ocala |
FL |
36 |
$1,096,525 |
$80,868 |
99 |
50 |
$265,305 |
52,865 |
$52,867 |
$357,359 |
Alachua Villas, Ltd. |
Alachua |
FL |
35 |
1,059,206 |
51,575 |
99 |
50 |
224,387 |
44,414 |
44,415 |
298,695 |
Albany Commons, Ltd. |
Albany |
KY |
24 |
683,408 |
23,400 |
99 |
50 |
177,929 |
32,342 |
32,334 |
218,419 |
Anderson Country L.P. |
Palmyra |
MO |
24 |
587,243 |
18,340 |
99 |
50 |
122,268 |
26,164 |
26,163 |
171,356 |
Aurora Limited |
Aurora |
IN |
22 |
1,044,619 |
51,400 |
99 |
50 |
180,468 |
26,931 |
25,556 |
207,336 |
Baker Heights II, L.P. |
Martinsburg |
WV |
32 |
985,701 |
53,000 |
95 |
50 |
241,438 |
43,729 |
43,729 |
295,297 |
Bayshore North Apts IV |
Brewerton |
NY |
36 |
1,340,319 |
41,840 |
99 |
50 |
319,017 |
58,901 |
58,902 |
395,548 |
Belfast Housing Assoc. |
Belfast |
ME |
24 |
1,133,231 |
60,500 |
99 |
50 |
282,195 |
53,147 |
53,147 |
359,073 |
Berea Summitt, Ltd. |
Shelbyville |
KY |
15 |
429,080 |
5,856 |
99 |
50 |
45,134 |
8,114 |
8,112 |
54,786 |
Berkshire Apts. Ltd. 2 |
Harrodsburg |
KY |
22 |
677,813 |
36,150 |
95 |
50 |
163,186 |
22,757 |
22,757 |
149,855 |
Blades Ltd. Partnership |
Blades |
DE |
33 |
1,239,915 |
66,000 |
99 |
50 |
301,958 |
57,856 |
57,856 |
380,671 |
Blanchard Seniors Apts. |
Blanchard |
LA |
24 |
711,621 |
37,250 |
95 |
50 |
167,124 |
29,435 |
29,384 |
198,618 |
Brentwood Apts., Ltd. |
Flatwoods |
KY |
21 |
680,420 |
36,500 |
99 |
50 |
160,800 |
30,238 |
30,238 |
204,314 |
Briar Hill Apts., Ltd. |
Barbourville |
KY |
16 |
366,798 |
29,654 |
95 |
50 |
88,475 |
17,395 |
17,023 |
114,483 |
Broadway Terrace L.P. |
Drew |
MS |
48 |
1,346,192 |
73,650 |
99 |
50 |
301,536 |
63,342 |
60,783 |
359,136 |
Bunkie Seniors Apts. |
Bunkie |
LA |
24 |
685,713 |
36,520 |
95 |
50 |
164,759 |
30,417 |
30,361 |
205,258 |
Canal Town Assoc. |
Canastota |
NY |
6 |
250,887 |
12,991 |
95 |
50 |
57,391 |
10,464 |
10,446 |
70,624 |
Canyon Villas L.P. |
Fort Benton |
MT |
10 |
335,982 |
10,500 |
99 |
50 |
78,878 |
13,464 |
13,464 |
83,624 |
Cedar Crest Apts., L.P. |
Bourbon |
MO |
16 |
389,538 |
12,200 |
99 |
50 |
95,472 |
18,093 |
18,093 |
113,735 |
Cedar Grove Apts. II |
Shepherdsville |
KY |
36 |
1,118,152 |
60,763 |
95 |
50 |
275,938 |
43,738 |
43,740 |
295,652 |
Citrus Terrace, Ltd. |
Sebring |
FL |
42 |
1,423,463 |
71,885 |
99 |
50 |
324,907 |
61,658 |
61,658 |
434,012 |
Cle Elum Apts. Assoc. |
Cle Elum |
WA |
20 |
628,746 |
34,000 |
95 |
50 |
154,188 |
27,385 |
27,385 |
185,230 |
Cleveland Courts, Ltd. |
Cleveland |
MS |
18 |
524,862 |
27,750 |
99 |
50 |
127,650 |
24,912 |
24,912 |
167,481 |
Clifford Heights Apts. |
Stamping Grd |
KY |
12 |
384,336 |
20,564 |
99 |
50 |
93,425 |
17,598 |
17,598 |
118,903 |
Cottondale Villa Apts. |
Cottondale |
FL |
24 |
675,342 |
35,700 |
99 |
50 |
166,138 |
30,927 |
30,927 |
208,857 |
Cottonwood Seniors |
Cottonport |
LA |
24 |
692,479 |
21,432 |
99 |
50 |
164,527 |
31,529 |
31,519 |
212,949 |
Coushatta Seniors Apts. |
Coushatta |
LA |
24 |
721,926 |
22,500 |
99 |
50 |
171,159 |
32,981 |
32,975 |
222,783 |
Cypress View Estates |
Shaw |
MS |
24 |
706,733 |
37,500 |
95 |
50 |
166,414 |
31,753 |
31,753 |
214,532 |
Delta Terrace Estates |
Sterlington |
LA |
24 |
746,016 |
39,700 |
95 |
50 |
180,474 |
33,110 |
33,110 |
223,787 |
Diamond Court II L.P. |
Harrington |
DE |
32 |
1,227,507 |
38,300 |
99 |
50 |
297,192 |
53,906 |
53,906 |
363,027 |
East Magnolia Village |
Port Gibson |
MS |
24 |
656,524 |
35,000 |
99 |
50 |
161,503 |
30,253 |
30,252 |
204,493 |
Edmonson Properties |
Brownsville |
KY |
16 |
478,851 |
15,470 |
99 |
50 |
118,956 |
22,427 |
21,949 |
147,573 |
Elliott Manor, Ltd. |
Sandy Hook |
KY |
24 |
765,576 |
23,960 |
99 |
50 |
184,831 |
34,371 |
34,370 |
224,805 |
Elmwood Estates, L.P. |
Monroe |
LA |
32 |
1,042,793 |
32,550 |
99 |
50 |
94,754 |
14,944 |
14,944 |
97,473 |
Fieldcrest, Ltd. |
Lexington |
KY |
16 |
439,318 |
23,275 |
99 |
50 |
114,667 |
22,570 |
22,569 |
152,565 |
Flambeau Village, L.P. |
Ladysmith |
WI |
51 |
1,662,446 |
723,000 |
99 |
50 |
779,080 |
161,415 |
0 |
936,530 |
Folsom South Venture |
Folsom |
LA |
12 |
380,071 |
20,073 |
99 |
50 |
90,324 |
17,574 |
17,574 |
118,600 |
Forest Park Apts. Ltd. |
Lake Butler |
FL |
32 |
915,503 |
43,150 |
99 |
50 |
212,871 |
42,568 |
42,568 |
286,700 |
Franklin Vista II, Ltd. |
Anthony |
NM |
28 |
888,364 |
47,250 |
95 |
50 |
216,093 |
39,778 |
39,776 |
268,879 |
Gaslight Square Apts. |
Versailles |
IN |
24 |
713,538 |
39,474 |
95 |
50 |
179,152 |
32,603 |
31,670 |
214,144 |
Gatewood Apts., Ltd. |
Bayou George |
FL |
37 |
1,118,168 |
59,533 |
95 |
50 |
270,750 |
50,051 |
49,985 |
337,579 |
Gibsland Villas L.P. |
Gibsland |
LA |
24 |
766,993 |
42,930 |
95 |
50 |
206,022 |
35,484 |
35,538 |
240,012 |
Gilman Seniors Apts. |
Gilman City |
MO |
6 |
160,805 |
5,000 |
99 |
50 |
35,221 |
6,565 |
6,565 |
27,902 |
Glenmora Apts. |
Glenmora |
LA |
13 |
424,943 |
21,590 |
99 |
50 |
96,605 |
19,890 |
19,890 |
129,789 |
Greenleaf Gardens, Ltd. |
Orange City |
FL |
47 |
1,273,310 |
67,650 |
99 |
50 |
304,975 |
63,670 |
63,671 |
412,479 |
Greenwood Assoc. L.P. |
Greenwood |
AL |
40 |
1,287,152 |
66,700 |
95 |
50 |
292,301 |
55,016 |
55,016 |
371,667 |
Hagewood Apts. Ltd. |
Natchitoches |
LA |
16 |
561,504 |
29,775 |
95 |
50 |
134,601 |
25,198 |
25,198 |
170,845 |
Hickory Square L.P. |
Little Rock |
AR |
40 |
1,350,755 |
29,900 |
95 |
50 |
284,550 |
55,718 |
55,718 |
376,874 |
Hidden Hill Apts., Ltd. |
Elizabethtown |
KY |
16 |
500,329 |
26,796 |
99 |
50 |
120,935 |
22,946 |
22,371 |
147,568 |
Hilltop Manor RRH, II |
Ocala |
FL |
45 |
1,343,278 |
58,600 |
99 |
50 |
326,541 |
63,009 |
63,005 |
421,800 |
Hillwood, Ltd. |
Anderson |
AL |
12 |
317,949 |
16,900 |
99 |
50 |
86,050 |
16,940 |
16,940 |
114,509 |
Hitchcock Housing Ltd. |
Hitchcock |
TX |
40 |
1,035,479 |
55,200 |
95 |
50 |
250,676 |
47,521 |
47,522 |
320,775 |
Houston Associates |
Lycoming Cntry |
PA |
24 |
955,844 |
29,850 |
99 |
50 |
234,799 |
43,362 |
43,362 |
289,459 |
Hurricane, Ltd. |
Hurricane |
UT |
24 |
833,064 |
70,250 |
95 |
50 |
201,993 |
38,171 |
38,170 |
258,187 |
Indianwood Apts. II |
Lafayette |
AL |
24 |
621,190 |
32,800 |
99 |
50 |
113,856 |
22,697 |
22,697 |
153,419 |
Joaquin Apts., Ltd. |
Joaquin |
TX |
32 |
751,546 |
40,000 |
99 |
50 |
181,777 |
34,700 |
34,702 |
234,450 |
Jonesville Apts. for Srs. |
Jonesville |
LA |
18 |
558,874 |
29,518 |
99 |
50 |
136,811 |
24,598 |
25,341 |
166,931 |
Kent Summit, Ltd. |
Shelbyville |
KY |
8 |
244,465 |
3,330 |
99 |
50 |
57,207 |
10,266 |
10,264 |
69,322 |
Kingswood II, Ltd. |
Mount Olive |
MS |
24 |
647,365 |
34,907 |
95 |
50 |
152,206 |
29,013 |
29,014 |
196,135 |
LaGrange Apts. II L.P. |
Lagrange |
MO |
8 |
192,962 |
6,000 |
99 |
50 |
45,711 |
9,135 |
9,136 |
59,979 |
Lake City Village, Ltd. |
Lake City |
FL |
36 |
1,130,570 |
63,040 |
99 |
50 |
269,685 |
48,476 |
48,476 |
325,383 |
Lakecrest, Ltd. |
Elizabethtown |
KY |
36 |
1,060,948 |
58,620 |
95 |
50 |
266,539 |
46,274 |
42,307 |
280,122 |
Lakeview Estates, Ltd. |
Lakeview |
AR |
33 |
1,032,910 |
54,700 |
99 |
50 |
249,451 |
48,220 |
48,220 |
325,783 |
Lakewood Apts. II, Ltd. |
Lake City |
FL |
32 |
869,722 |
46,350 |
95 |
50 |
212,000 |
39,072 |
39,020 |
263,527 |
Larue Properties, Ltd. |
Hodgenville |
KY |
24 |
622,588 |
23,480 |
99 |
50 |
185,145 |
30,844 |
30,843 |
208,383 |
Las Rosas II, Ltd. |
Tularosa |
NM |
28 |
918,091 |
48,820 |
95 |
50 |
221,375 |
40,998 |
41,000 |
277,136 |
Laurelwood Apts., L.P. |
Collierville |
TN |
35 |
1,067,849 |
73,050 |
95 |
50 |
259,302 |
47,058 |
42,466 |
286,871 |
Lead Bayou, Ltd. |
Cleveland |
MS |
48 |
1,328,294 |
70,600 |
95 |
50 |
236,394 |
50,719 |
50,720 |
335,656 |
Lewis Apts. Company I |
Lowville |
NY |
18 |
685,559 |
36,250 |
99 |
50 |
165,773 |
31,410 |
31,410 |
212,220 |
Lewistown Apts. L.P. |
Lewistown |
MO |
12 |
285,036 |
15,053 |
95 |
50 |
67,666 |
12,513 |
12,513 |
85,089 |
Lillie Mae's Retirement Village, L.P. |
Chickasha |
OK |
48 |
1,103,651 |
144,500 |
99 |
50 |
299,293 |
49,783 |
49,782 |
336,206 |
Lockport Seniors Apts. |
Donaldsonville |
LA |
32 |
857,348 |
45,400 |
99 |
50 |
217,714 |
38,955 |
38,941 |
263,102 |
Longview Terrace, Ltd. |
Decatur |
MS |
24 |
691,774 |
36,700 |
95 |
50 |
159,185 |
31,294 |
31,293 |
211,064 |
Magnolia Plaza, Ltd. |
Magnolia |
TX |
36 |
959,342 |
51,000 |
95 |
50 |
231,713 |
42,912 |
42,913 |
290,068 |
Manor Apts. |
Caddo Mills |
TX |
24 |
580,745 |
18,200 |
99 |
50 |
128,510 |
25,727 |
25,727 |
173,817 |
Many Seniors Apts. |
Many |
LA |
32 |
961,374 |
29,850 |
99 |
50 |
230,490 |
42,855 |
42,840 |
289,452 |
Maple Hill Estates, Ltd. |
Lancaster |
KY |
32 |
1,035,256 |
54,880 |
95 |
50 |
249,384 |
46,525 |
45,530 |
294,708 |
Maple Leaf Associates |
Watsontown |
PA |
24 |
933,156 |
49,500 |
95 |
50 |
225,188 |
42,249 |
42,248 |
295,350 |
Marion Sept. Housing |
Marion |
KS |
20 |
545,972 |
29,000 |
95 |
50 |
131,628 |
25,643 |
24,761 |
168,056 |
Meadowland Apts. Ltd. |
Iowa |
LA |
16 |
523,356 |
29,332 |
99 |
50 |
129,131 |
20,291 |
20,291 |
135,606 |
Mills-Shapley L.P. |
Greenville |
MS |
14 |
210,041 |
21,975 |
99 |
27.5 |
82,157 |
29,875 |
23,706 |
133,927 |
Mitchell II Limited |
Mitchell |
IN |
24 |
741,683 |
38,370 |
99 |
50 |
181,473 |
30,213 |
30,222 |
203,860 |
Mosswood Apts., Ltd. |
Start |
LA |
24 |
756,032 |
36,700 |
95 |
50 |
166,822 |
30,853 |
30,853 |
204,191 |
Mountain View Apts. II |
Morehead |
KY |
24 |
738,816 |
39,632 |
99 |
50 |
186,493 |
34,093 |
33,081 |
223,307 |
Munfordville Properties |
Munfordville |
KY |
10 |
341,030 |
18,000 |
95 |
50 |
81,248 |
14,805 |
13,784 |
93,173 |
M-W Ltd. Partnership |
Westfield |
WI |
8 |
238,643 |
12,740 |
95 |
50 |
58,068 |
9,137 |
7,964 |
53,815 |
New Caney Oaks, Ltd. |
New Caney |
TX |
57 |
1,218,236 |
65,000 |
95 |
50 |
293,148 |
54,567 |
54,567 |
368,469 |
North Deer Creek, L.P. |
Hollandale |
MS |
24 |
704,775 |
38,325 |
95 |
50 |
174,358 |
32,641 |
32,641 |
220,411 |
Oak Leaf Partnership |
Jackson |
MS |
16 |
128,135 |
115,600 |
99 |
50 |
63,090 |
12,695 |
12,823 |
93,128 |
Oak Valley Place II LP |
Knox |
IN |
18 |
534,312 |
28,385 |
99 |
50 |
122,084 |
21,224 |
21,224 |
143,458 |
Oakdale Seniors Apts. |
Oakdale |
LA |
26 |
768,926 |
40,950 |
95 |
50 |
184,861 |
33,879 |
33,820 |
228,616 |
Oakwood Apts., L.P. |
Hannibal |
MO |
24 |
582,637 |
18,186 |
95 |
50 |
140,222 |
25,568 |
25,568 |
173,862 |
Old Oak Estates, L.P. |
West Monroe |
LA |
37 |
1,247,211 |
39,570 |
99 |
50 |
306,274 |
56,902 |
56,902 |
384,618 |
Onion Creek, Ltd. |
Buda |
TX |
32 |
823,845 |
44,561 |
95 |
50 |
199,101 |
35,728 |
35,728 |
240,985 |
Orchard Commons Ltd. |
Crab Orchard |
KY |
16 |
448,230 |
16,110 |
99 |
50 |
122,449 |
22,612 |
22,612 |
152,696 |
PDC Eighteen L. P. |
Newport |
AR |
32 |
1,052,261 |
32,570 |
95 |
50 |
236,615 |
42,406 |
41,468 |
280,082 |
PDC Twenty Two LP |
Cherry Valley |
AR |
20 |
736,223 |
22,970 |
95 |
50 |
171,475 |
32,150 |
30,416 |
205,952 |
Park Place East Assoc. |
Muncy |
PA |
24 |
905,691 |
30,250 |
99 |
50 |
241,188 |
38,467 |
38,466 |
259,791 |
Park Place North Assoc. |
Muncy |
PA |
16 |
605,770 |
32,300 |
99 |
50 |
146,836 |
27,863 |
27,862 |
188,242 |
Parkwood Assoc., L.P. |
Stateline |
MS |
24 |
672,315 |
20,920 |
99 |
50 |
164,700 |
31,229 |
31,229 |
210,993 |
Pecan Villa Apts., L.P. |
Richwood |
LA |
32 |
1,071,010 |
57,700 |
95 |
50 |
262,777 |
48,853 |
48,852 |
330,184 |
Pecanwood Apts. III |
Whitehouse |
TX |
32 |
709,849 |
37,500 |
99 |
50 |
178,638 |
32,501 |
32,501 |
219,584 |
Perry Apartments L.P. |
Perry |
MO |
8 |
185,287 |
9,895 |
95 |
50 |
44,222 |
7,925 |
7,925 |
54,753 |
Pocomoke Villas L. P. |
Pocomoke City |
MD |
37 |
1,489,629 |
78,947 |
99 |
50 |
362,966 |
68,784 |
68,785 |
457,125 |
Pontotoc Ridge, Ltd. |
Pontotoc |
MS |
24 |
678,023 |
36,500 |
95 |
50 |
164,502 |
29,233 |
29,234 |
192,198 |
Regency Apts. of Reno |
Reno |
TX |
24 |
577,551 |
18,000 |
99 |
50 |
138,379 |
24,673 |
24,673 |
165,173 |
Regency Assoc., Ltd. |
Sumrall |
MS |
24 |
655,071 |
34,778 |
95 |
50 |
158,045 |
28,875 |
28,876 |
195,183 |
Reservoir Hill L. P. V |
Baltimore |
MD |
18 |
776,530 |
200 |
99 |
50 |
577,891 |
112,969 |
112,970 |
762,952 |
Reynolds & Associates, First St., L.P. |
Durant |
OK |
32 |
846,384 |
55,600 |
95 |
50 |
106,464 |
38,111 |
36,993 |
246,272 |
Reynolds & Assoc., N. Place III, L.P. |
Calera |
OK |
16 |
441,936 |
23,500 |
95 |
50 |
204,752 |
18,556 |
18,491 |
121,342 |
Ridge View Apts., Ltd. |
Crystal River |
FL |
44 |
1,384,191 |
73,324 |
95 |
50 |
312,000 |
56,254 |
56,184 |
379,513 |
Ridgecrest Prop. Ltd. |
Bridgeport |
AL |
24 |
683,172 |
36,300 |
95 |
50 |
164,784 |
26,372 |
26,372 |
173,852 |
River View Apts., L.P. |
Canton |
MO |
8 |
70,855 |
9,950 |
99 |
50 |
21,494 |
4,048 |
4,048 |
26,515 |
Riverbend Apts., Ltd. |
Delta |
LA |
16 |
490,460 |
26,300 |
95 |
50 |
119,075 |
21,631 |
21,631 |
142,503 |
Rolling Meadow II L.P. |
Greensboro |
MD |
26 |
994,142 |
53,000 |
99 |
50 |
244,480 |
44,527 |
42,564 |
298,060 |
Russell Sept. Housing, |
Russell |
KS |
12 |
325,939 |
17,400 |
95 |
50 |
78,492 |
15,384 |
15,384 |
104,057 |
Sacramento, Ltd. |
Cloudcraft |
NM |
20 |
799,831 |
45,230 |
95 |
50 |
194,175 |
33,104 |
33,104 |
223,658 |
Shaker Housing Credit |
Cleveland |
OH |
39 |
N/A |
728,428 |
99 |
50 |
335,771 |
N/A |
N/A |
390,047 |
Sleepy Oaks L. P. |
West Branch |
MI |
12 |
311,708 |
25,265 |
95 |
50 |
82,239 |
14,257 |
12,632 |
84,733 |
Somerset West Hills II |
Somerset |
KY |
16 |
506,000 |
22,220 |
99 |
50 |
125,254 |
23,736 |
23,736 |
154,868 |
Southeastern Assoc. |
Hammond |
LA |
42 |
1,360,424 |
72,400 |
99 |
50 |
314,798 |
60,661 |
59,208 |
372,039 |
Southern Apts. Prtnrshp |
Iota |
LA |
20 |
594,130 |
32,759 |
95 |
50 |
142,358 |
26,675 |
26,629 |
179,998 |
Spring Meadow Apts. |
Russell Springs |
KY |
24 |
740,539 |
55,537 |
99 |
50 |
183,090 |
34,021 |
34,020 |
229,967 |
St. Rose Assoc., Ltd. |
Frankfort |
NY |
24 |
930,255 |
29,803 |
99 |
50 |
182,093 |
45,163 |
43,590 |
284,457 |
Streamside Associates |
St. Rose |
LA |
24 |
768,817 |
40,150 |
99 |
50 |
238,335 |
35,568 |
35,956 |
241,331 |
Sullivan Garden Apts. |
Sullivan |
MO |
23 |
295,947 |
9,275 |
99 |
50 |
80,933 |
15,273 |
15,273 |
100,371 |
Summer Place, Ltd. |
St. Helen |
MI |
12 |
339,359 |
18,050 |
95 |
50 |
81,457 |
14,759 |
14,466 |
97,782 |
Sun Rise North Ltd. |
Guntersville |
AL |
48 |
1,494,663 |
46,800 |
99 |
50 |
362,362 |
56,607 |
56,607 |
381,955 |
Sunrise Apartments LP |
Milton |
WV |
12 |
382,079 |
77,000 |
95 |
50 |
82,532 |
13,669 |
14,244 |
95,082 |
Taft Gardens, Ltd. |
Taft |
TX |
24 |
630,151 |
33,500 |
95 |
50 |
151,792 |
26,807 |
26,807 |
177,320 |
Taft Terrace, Ltd. |
Taft |
TX |
32 |
840,202 |
44,700 |
95 |
50 |
202,669 |
37,633 |
37,633 |
254,547 |
Timberline Apartments |
Wilburton |
OK |
24 |
626,189 |
33,400 |
95 |
50 |
151,443 |
27,722 |
27,723 |
187,390 |
Valley Limited, L.P. |
Vevay |
IN |
24 |
698,232 |
22,500 |
99 |
50 |
128,592 |
34,792 |
24,891 |
168,177 |
Valley Place Associates |
Elysburg |
PA |
32 |
1,295,805 |
67,200 |
99 |
50 |
311,318 |
58,283 |
58,283 |
386,751 |
Wayland Apts., L.P. |
Wayland |
MO |
8 |
191,745 |
10,211 |
95 |
50 |
45,771 |
8,166 |
8,166 |
56,222 |
West Meadow Apts. II |
Geneva |
AL |
32 |
852,110 |
47,900 |
95 |
50 |
187,250 |
34,497 |
34,452 |
232,676 |
Wexford Associates |
Littleton |
ME |
16 |
813,915 |
40,000 |
99 |
50 |
175,185 |
34,815 |
33,354 |
222,828 |
Willow Haven Apts. |
Delhi |
LA |
44 |
1,399,016 |
78,391 |
95 |
50 |
323,906 |
61,540 |
61,540 |
415,982 |
Wilson Lake Associates |
Wilton |
ME |
34 |
1,621,964 |
85,900 |
99 |
50 |
400,896 |
76,574 |
76,574 |
517,350 |
Wolcott Associates |
Alport |
NY |
40 |
1,444,096 |
77,936 |
99 |
50 |
353,080 |
67,142 |
65,409 |
432,378 |
Woodcrest Apts., L.P. |
Lafayette |
TN |
32 |
966,457 |
62,000 |
95 |
50 |
233,994 |
43,529 |
38,883 |
260,372 |
Housing Partners VI LP |
N/A |
N/A |
N/A |
N/A |
N/A |
4 |
4 |
24,922 |
5,779 |
5,779 |
23,267 |
Housing Prtnrs. VIII LP |
N/A |
N/A |
N/A |
N/A |
N/A |
2 |
2 |
13,873 |
2,757 |
2,757 |
11,004 |
Housing Partners IX LP |
N/A |
N/A |
N/A |
N/A |
N/A |
2 |
2 |
13,972 |
2,568 |
2,568 |
10,363 |
Housing Partners XI LP |
N/A |
N/A |
N/A |
N/A |
N/A |
6 |
6 |
39,093 |
8,521 |
8,521 |
34,368 |
Housing Prtnrs. XII LP |
N/A |
N/A |
N/A |
N/A |
N/A |
8 |
8 |
57,942 |
11,119 |
11,119 |
44,336 |
Housing Prtnrs. XIII LP |
N/A |
N/A |
N/A |
N/A |
N/A |
4 |
4 |
29,603 |
5,445 |
5,445 |
21,551 |
Housing Prtnrs. XV LP |
N/A |
N/A |
N/A |
N/A |
N/A |
8 |
8 |
57,942 |
11,282 |
11,282 |
45,128 |
Housing Partners IX LP |
N/A |
N/A |
N/A |
N/A |
N/A |
6 |
6 |
38,703 |
7,707 |
7,707 |
31,102 |
3,600 |
$108,714,748 |
$6,945,607 |
$27,190,082 |
$5,019,611 |
$4,804,968 |
$33,396,684 |
Glossary
Developers Original Equity
- The amount of original capital contribution by the developer/general partner of the Operating Partnership.Tax Items - The Partnership's allocation percentage of tax items from the Operating Partnerships, including income, gain, loss, deduction and tax credits.
-12-
Capital Events - The Partnership's allocation percentage of proceeds to be realized by the Operating Partnership upon the sale, refinancing, transfer or other disposal of all or a substantial portion of the assets of the Operating Partnership.
Bayfield's Committed Capital Contribution - The amount of original capital contribution paid by the Partnership for its limited partnership ownership interest in the Operating Partnership.
Approx. Avg. Annual Anticipated Federal Credits - The maximum amount of Tax Credits contracted by the general partners of the Operating Partnerships to the Partnership for the 10-year period which commenced over a three year period from 1987 through 1989.
1996 LIHC Credits - The amount of Low Income Housing Credits ("LIHC") generated by the Operating Partnerships and allocated to the Partnership for the tax year ending 12/31/96.
Accumulated LIHC (from Inception of Bayfield) - The amount of LIHC generated by the Operating Partnerships and allocated to the Partnership from the 7/1/90 inception of Bayfield through the tax year ending 12/31/96.
-13-
The following is additional information on certain Operating Partnerships which had operational or other financial problems either during or which continued during the Fiscal Year ended March 31, 1997:
Shaker Housing Credit L.P.
In the 1996 Fiscal Year, Shaker Housing Credit L.P. ("Shaker Housing"), an Operating Partnership, filed for protection under Chapter 11 of the federal bankruptcy laws, following the institution of foreclosure proceedings by its lender, despite advances from the Partnership of $52,000 in excess of the Partnership's capital commitment. This Operating Partnership's Project, Shaker Housing, located in Cleveland, Ohio, had experienced prolonged vacancies, attributable in part to the failure of its management company to maintain the apartments, and structural damage effectively eliminating one apartment. A new management company, Biskind Management, had been put in place by the Operating Partnership, which attempted to increase occupancy in order to enable the Operating Partnership to emerge from bankruptcy under a plan of reorganization; however, the bank holding the first mortgage on the Project obtained an order from the bankruptcy court allowing it to proceed with a foreclosure sale of the property. The Partnership determined that it was no longer economically feasible to incur further costs to attempt to save this Project. The Project was sold to the bank holding the first mortgage at a foreclosure sale. As a result of the foreclosure this Operating Partnership lost its interest in the Project.
As a result of the loss of this Operating Partnership's Project the Partnership will not receive, or be entitled to, anticipated aggregate Tax Credits of $210,000 from 1996 to 1998. Further, Tax Credits of $163,000 were subject to recapture along with $61,000 in interest, that were passed through to the Limited Partners on their 1996 Schedule K-1. Limited Partners are not expected to be subject to any further tax recapture or interest and penalties with respect to the loss of this Project.
Alachua Villas, Ltd., Citrus Terrace, Ltd. and Lake City Village, Ltd.
In the 1995 Fiscal Year, Megan Asset Management , as general partner of the Partnership, and the Partnership commenced an action in the Circuit Court of Alachua County, Florida as the sole limited partner of, and derivatively on behalf of, two Operating Partnerships, Lake City Village, Ltd. and Alachua Villas, Ltd., against John D. Carver ("Carver"), the general partner of these Operating Partnerships, and a management company affiliated with Carver, G & R Management Services, Inc. ("G & R"). The actions arose as a result of the acceleration by RD of the entire balance due on the mortgage against these Operating Partnerships. RD alleged various defaults under such Operating Partnership's loan agreements, promissory notes and mortgages with RD (the "RD Documents"), including failure to pay real estate taxes, failure to maintain account balances sufficient to pay current operating and maintenance expenses, failure to maintain adequate records and file required reports, and failure to correct deficiencies previously noted by RD during its supervisory visits to the housing projects.
After extensive motion practice and discovery, on January 13, 1995, a settlement
-14-
agreement was entered into providing for a designated representative of the Partnership (a company under common ownership and control with Megan Asset Management) to take over management of the affected Operating Partnerships and the replacement of Carver as general partner subject to the consent of RD (which was obtained in December, 1995). This settlement agreement also provides for an audit of the two Operating Partnerships and for Citrus Terrace Village Ltd., an Operating Partnership unaffiliated with Carver, but which G&R managed ("Citrus Terrace"). This audit uncovered possible claims of the two Operating Partnerships and Citrus Terrace against the defendants totaling $83,599, which amount was contested by Carver. Following a hearing on November 13, 1997, the Court ruled that it would enter summary judgment in favor of the Partnership against Carver in the amount of $78,599 together with interest from January 24, 1996. Thereafter Carver appealed the Court's entry of judgment in favor of the Partnership. After the filing of briefs and hearing the arguments the Circuit Court of Appeal, First District, State of Florida dismissed Carver's appeal and the judgment in favor of the Partnership became final. Subsequently, pursuant to the terms of the Settlement Agreement, the Partnership applied for an award of attorneys' fees, which has not been ruled upon by the Court. While the Partnership is making attempts to recover against Carver with respect to the judgment on behalf of the affected Operating Partnerships, there can be no assurance that any such amounts will be recovered by such Operating Partnerships.
Further, in the 1996 Fiscal Year, in an attempt to recover upon its claims and the sums taken by Carver from the two Operating Partnerships, other than Citrus Terrace, the Partnership commenced a further action in the Circuit Court of Alachua County, Florida against Mercurio & Bridgford, P.A. and John J. Mercurio (together, "Mercurio"), who provided auditing services to each of Lake City Village, Ltd., Alachua Villas, Ltd. and Citrus Terrace, based upon their failure to report the improper payments made by John D. Carver, Jr.
After a jury trial in the Circuit Court of Alachua County, Florida, in November, 1998, the jury reach a verdict that the defendants had not caused the Partnership's and Operating Partnerships' financial loss. Following the jury's verdict, defendants have sought $55,545 recovery for their costs and attorneys' fees against the Partnership. The Partnership and counsel to the Partnership do not believe the Partnership is obligated for defendants' cost and attorneys' fees and are defending against such claim by defendants. While there can be no assurance that the Partnership's defense of this claim will be successful, an award in favor of defendants on this claim will not materially affect the financial ability of the Partnership to continue its operations.
In consideration of the Partnership's making loans of $24,655 and $25,310 in excess of its capital commitment to Lake City Village, Ltd. and Alachua Villas, Ltd. respectively, to enable them to pay certain outstanding real estate taxes in arrears, RD has not foreclosed on its mortgages to such Operating Partnerships and has restructured such mortgages to finance the payment of the balance of the past due real estate taxes and to permit such Operating Partnerships to remain in operation. This has permitted the Partnership and its Limited Partners to continue to receive the benefit of the Tax Credits related thereto and to avoid any recapture on Tax Credits taken in prior years. Had RD foreclosed on its loans and the Partnership lost its interest in Lake City Village, Ltd. and Alachua Villas, the Partnership would not have been entitled to aggregate Tax Credits of $392,300 through 1999, or approximately $196 per 0.05% of Limited Partnership Interest. In addition, assuming that 100% of the Tax Credits previously allocated to the Limited Partners relating to these Operating Partnerships were used by them, it is
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estimated that the Limited Partners would have been subject to a total tax recapture with respect to these Operating Partnerships of $186,709 or approximately $93 per 0.05% of Limited Partnership Interest, plus interest and penalties, if any.
In addition to the above loans in excess of its capital commitment, during the fiscal year ending 3/31/98 the Partnership made an additional loan of $20,714 to Lake City Village to cover the cost of maintenance, which had been deferred by Carver, in an attempt to keep the units in this Project habitable and available for rent.
While the Partnership has obtained a promissory note from each Operating Partnership and a security interest in the Operating General Partners' interests in each Operating Partnership, the repayment of the loans with accrued interest is subject to each Operating Partnership's having sufficient cash flow from operations to cover its ongoing operating expenses and fund the necessary reserves and RD's approval, there can be no assurance that any such amounts will be recovered from such Operating Partnerships.
The Partnership has also paid professional fees on behalf of each Operating Partnership relating to the litigation against the former general partner and takeover and workout of these Operating Partnerships in the amount of $55,462 on behalf of Alachua Villas and $55,638 on behalf of Lake City Village. Said payments have been reflected as a note payable to the Partnership on the financial statements of each Operating Partnership. Any sums recovered by the Operating Partnerships from the judgment obtained against Carver, the former general partner, will be paid to the Partnership in reduction of these loans, subject to the then financial condition of each Operating Partnership.
Also in the 1995 Fiscal Year, the Partnership commenced a further action in the Circuit Court of Highlands County, Florida on behalf of Citrus Terrace substantially similar to that described above, against George T. Wheeler ("Wheeler"), individually and as the general partner of Citrus and against Carver, as Trustee of G & R, and G & R , which management company was also managing the Project owned by Citrus Terrace. A substantially similar settlement agreement has been entered into and implemented in connection with and this litigation has also been settled, except for the recovery of the sum of approximately $5,000 in an unauthorized loan taken by Carver from Citrus Terrace. It is not likely going to be economically feasible for the Partnership to attempt to recover this latter sum against Carver with respect to such claim.
In consideration of an affiliate of Megan Asset Management becoming the substitute general partner of Citrus Terrace, RD did not foreclose on its mortgage to Citrus Terrace, and it has restructured the mortgage to finance the payment of past due real estate taxes to permit this Operating Partnership to remain in operation, notwithstanding the damages suffered by it. This permitted the Partnership and its Limited Partners to continue to receive the benefit of the Tax Credits related thereto and to avoid any recapture on Tax Credits taken in prior years. If RD had foreclosed on its loans and the Partnership lost its interest in such Operating Partnership, the Partnership would not have been entitled to aggregate Tax Credits of $283,136 through 1999, or approximately $142 per 0.05% of Limited Partnership Interest. In addition, assuming that 100% of the Tax Credits previously allocated to the Limited Partners relating to this Operating
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Partnership were used by them, it is estimated that the Limited Partners would have been subject to a total tax recapture with respect to this Operating Partnership of $115,731, or approximately $58 per 0.05% of Limited Partnership Interest, plus interest and penalties, if any.
The Partnership has also paid professional fees on behalf of Citrus Terrace relating to the litigation against the former general partner and the takeover and workout of this Operating Partnership in the amount of $57,098. Said payments have been reflected as a note payable to the Partnership on the financial statements of the Operating Partnership. As the repayment of the fees for professional services paid by the Partnership on behalf of Citrus Terrace is subject to its having sufficient cash flow from operations to cover ongoing operating expenses and fund the necessary reserves and RD's approval, there can be no assurance that any such amounts will be recovered from this Operating Partnership.
Flambeau Village, L.P.
The Partnership was made aware that the Internal Revenue Service (the "IRS") audited the 1993 and 1994 income tax returns for one of the Partnership's Operating Partnerships, Flambeau Village, L.P. ("Flambeau Village"), the owner of a 53 unit, mixed income, elderly Project (26 units of low income housing tax credit restricted tenants and 27 units of unrestricted market rate income tenants) located in Ladysmith, Wisconsin.
Flambeau Village is the Partnership's largest single producer of tax credits with approximately $163,000 in annual tax credits. Accordingly, the Partnership engaged legal and tax counsel and tax credit compliance experts to review the compliance by the Flambeau Village Developer/General Partner with Section 42 of the Internal Revenue Code ("IRC"), meet with the IRS and actively monitor the situation. As a result of a meeting between the professionals engaged by the Partnership and the IRS , the Partnership was informally informed that the IRS had concluded that Flambeau Village had failed to meet the minimum set-aside and rent restriction tests of Section 42 of the IRC and therefore, it had not qualified for and was not entitled to Tax Credits for any year. The IRS however did not issued a formal report at the time and its investigation and the Developer/General Partner's negotiations with the IRS continued.
In view of the above, the Partnership made the decision not to allocate any of the approximately $163,000 of Tax Credits of Flambeau Village for 1996 to its Limited Partners in order to minimize or make a provision for potential recapture, penalties and interest if the IRS ultimately should disallow some or all of the previous allocated Flambeau Village Tax Credits. As no report from the IRS was forthcoming and the Developer/General Partner continued to negotiate with the IRS, the Partnership did allocate the approximately $163,000 of Tax Credits from Flambeau Village for each of 1997 and 1998 to its Limited Partners, although it had not allocated any of the 1996 Tax Credits from Flambeau Village to its Limited Partners.
Subsequently, in connection with the IRS's criminal investigation of the activities of principals, former officers of or persons related to Flambeau Village's Developer/General Partner, the Partnership learned that one of the Developer/General Partner's principals and former
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officers pleaded guilty to charges filed by the IRS relating to other activities (not involving the IRS's audit of Flambeau Village's 1993 and 1994 tax returns) and was sentenced to and is serving a two year jail sentence.
In connection with the actions of the Developer/General Partner with respect to Flambeau Village, the IRS by letter dated September 29, 1999, formally notified Flambeau Village that it had determined that Flambeau Village is not entitled to claim any tax credits for any year that the Project was in existence. Since 1989, the Partnership has received a total of $1,663,311 in Tax Credits in connection with its Limited Partnership interest in Flambeau Village. Of these tax credits, $1,482,898 have been allocated to the Limited Partners of the Partnership.
Although there can be no assurance that the IRS will not seek to recapture all of the Tax Credits generated by Flambeau Village, other than for the years 1993 and 1994, the Partnership's counsel believes, after considering the IRS letter which reflects that no adjustments will be proposed by the IRS either at the partnership level or individual partner level for 1993 and 1994, absent a finding of fraud by the IRS with respect to the activities of the Developer/General Partner with respect to Flambeau Village, and the fact that the statute of limitations has run for years prior to 1993, that the IRS will not likely make any adjustment for the Tax Credits allocated by Flambeau Village to the Partnership and by the Partnership to its Limited Partners for the years 1989 through 1994. It is not known what position with respect to adjustments the IRS will take, if any, for the subsequent years, 1995, 1997 and 1998, for which Tax Credits were allocated to and passed through by the Partnership to its Limited Partners. No Tax Credits were passed through by the Partnership for the year 1996 and, in view of the above, the Partnership elected not to pass through Tax Credits allocated by Flambeau Village to it in the amount of $17,727 for the year 1999, which was the last year the Partnership was entitled to tax credits.
If the IRS takes the subsequent position that adjustments will be proposed at the partnership level, or individual partner level, for the years 1995, 1997 and 1998 (i.e. those years not covered by the IRS's September 29, 1999 letter) or the years prior to 1993 for which Tax Credits were allocated to the Partnership and passed through to its Limited Partners, assuming that 100% of the Tax Credits so allocated to the Limited Partners relating to Flambeau Village were used by the Limited Partners, it is estimated that the Limited Partners would be subject to recapture of Tax Credits with respect to Flambeau Village of an estimated $385,000 or approximately $250 per 0.05% of Limited Partnership Interest, plus interest and penalties, if any.
As a result of the loss of the 1996 and 1999 Tax Credits not taken by the Partnership in the aggregate amount of $179,142 and the additional costs incurred by the Partnership of $117,815 to have its professionals review the compliance by the Flambeau Village Developer/General Partner with Section 42 of the Internal Revenue Code, meet with the IRS and actively monitor the situation. The Partnership is reviewing the likelihood of successfully pursuing a claim against and attempting to recover compensatory damages for such losses from the Developer/General Partner of Flambeau Village and any affiliate deemed responsible under the terms of Flambeau Village Operating Partnership agreement, the Partnership's Plan and common law. However, in the event a claim is filed there can be no assurance that any amounts will be recovered by the Partnership.
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In connection with its evaluation of the feasibility of pursuing a claim against the Developer/General Partner of Flambeau Village and any affiliate, the Independent Manager had an independent appraisal of the Project performed. The appraisal, dated as of January 4, 2000, showed an appraised value of $1,700,000. As of December 31, 1999, the Project had a mortgage payable of $1,603,455. Accordingly, the Project's appraised value appears to be only $96,545 above the Project's first mortgage loan.
As the Partnership through its ownership of the limited partnership interests in Flambeau Village already owns a 50% interest in the equity of that Operating Partnership, should that Operating Partnership have a value, after offsetting other assets and other liabilities, of the net appraised value over the Project's mortgage or $96,545, the Developer/General Partner's 50% interest in the equity of the Operating Partnership would only be approximately $45,773. Accordingly, the Partnership will not commence an action to attempt to recover the damages the Partnership has suffered as a result of the breaches of the Operating Partnership Agreement by the Developer/General Partner of Flambeau Village, unless the Partnership can first determine the availability of other assets of the Developer/General Partner of Flambeau Village from which a damage award could be satisfied.
As the repayment of the fees of $117,815 for professional services paid by the Partnership on behalf of Flambeau Village is subject to its having sufficient cash flow from operations to cover ongoing operating expenses and fund the necessary reserves, which this Operating Partnership presently does not have and negotiations with or successful litigation against with the Developer/General Partner of Flambeau Village, there can be no assurance that any such amounts will be recovered by the Partnership.
Broadway Terrace of Drew, L.P., Longview Terrace, Ltd., and Pontotoc Ridge, Ltd.
The sole operating general partner of three Operating Partnerships, Broadway Terrace of Drew, L.P., Longview Terrace, Ltd. and Pontotoc Ridge, Ltd. located in the state of Mississippi in which the Partnership owns the limited partnership interests, died during the fiscal year ended 3/31/1998. After several months of attempting to sell the deceased Operating General Partner's 5% general partner and 50% equity interests in these three Operating Partnerships, the estate of the deceased Operating General Partner advised the Partnership that it was abandoning its interest in the three Operating Partnerships. Thereupon, Megan Asset Management caused one of its affiliates to be appointed Operating General Partner of the three Operating Partnerships in an attempt to preserve the Partnership's interests therein. Two of the three Operating Partnerships, Broadway Terrace of Drew, L.P. and Pontotoc Ridge, Ltd., had severely underfunded reserves and were delinquent in several years real estate taxes and were subject to possible foreclosure by RD.
Broadway Terrace of Drew, L.P.
At the time that an affiliate of Megan Asset Management began to manage Broadway Terrace of Drew it had severely under funded reserves and several years of delinquent real estate taxes. Further the Project had an entire building, containing 8 apartments, uninhabitable and
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unrentable due to severe vandalism, as a result of which RD commenced formal foreclosure proceedings. The Partnership engaged legal counsel on behalf of Broadway Terrace and was successful in stopping the foreclosure proceedings and getting RD to begin working with Megan Asset Management's affiliate to put a workout plan together toward saving the Project owned by this Operating Partnership. A workout plan is in the process of being negotiated and prepared.
Longview Terrace, Ltd.
Although Longview Terrace, Ltd. was not delinquent on its real estate taxes, had the estate of the deceased Operating General Partner simply abandoned its general partnership interest in this Operating Partnership and an affiliate of Megan Asset Management not become the substitute general partner, the Project owned by Longview Terrace would likely have been subject to foreclosure by RD.
In consideration of an affiliate of Megan Asset Management becoming the Operating General Partner of Longview Terrace, Ltd., RD has not foreclosed on its mortgage and is permitting this Operating Partnership to remain in operation. This permits the Partnership and its Limited Partners to continue to receive the benefit of the Tax Credits related thereto and avoid recapture of previously taken and used Tax Credits.
Pontotoc Ridge, Ltd.
In consideration of the Partnership's making a loan of $14,985 in excess of its capital commitment to Pontotoc Ridge , to enable it to pay certain real estate taxes in arrears, RD has not foreclosed on its mortgage to Pontotoc Ridge and is in the process of restructuring its mortgage loan to finance the payment of the balance of the past due real estate taxes and to permit this Operating Partnership to remain in operation. This permits the Partnership and its Limited Partners to continue to receive the benefit of the Tax Credits related thereto and avoid recapture of previously taken and used Tax Credits.
The Partnership has also paid professional fees on behalf of Broadway Terrace, Longview Terrace and Pontotoc Ridge, relating to the takeover and workout of these Operating Partnerships from the estate of the deceased Operating General Partner and successfully contesting the RD foreclosure proceedings with respect to Broadway Terrace in the amount of $122,125. As the repayment of the fees for professional services paid by the Partnership on behalf of these Operating Partnerships is subject to their having sufficient cash flow from operations to cover ongoing operating expenses and fund the necessary reserves, which these Operating Partnerships do not currently have, and RD's approval, there can be no assurance that any such amounts will be recovered from such Operating Partnerships.
Oak Leaf Partnership, Ltd.
Pursuant to a syndication agreement dated April 6, 1989 and an Amended and Restated Agreement and Certificate of Limited Partnership of Oak Leaf Partnership, Ltd., dated
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as of June 13, 1989 and filed June 8, 1990, in the office of the Secretary of State of Mississippi (the "Operating Partnership Agreement"), the Partnership, through its predecessor-in-interest, Clayton Estates Limited Partnership, one of the original 52 Debtor Investor Partnerships, acquired the sole limited partnership interest in Oak Leaf Partnership, Ltd. which was to own Purdy Apartments a 16 unit, scattered site (having buildings at more than one physical location), Project in Jackson, Mississippi. Purdy Apartments were awarded $134,980 of low income housing tax credits by the Mississippi Home Corporation on December 30, 1988. In accordance with the Operating Partnership Agreement and the Plan, the Partnership paid the Operating Partnership capital contributions totaling $62,090.
The Partnership, including its predecessor-in-interest, was allocated Tax Credits and losses from 1989 through 1996. During the fiscal year ending March 31, 1996, the Partnership learned that Oak Leaf Partnership, Ltd. was not registered as a limited partnership with the Mississippi Secretary of State; that title to the various scattered sites was in the name of Paul W. Purdy, the general partner of Oak Leaf Partnership, Ltd. and not in the name of this Operating Partnership; a physical inspection revealed one of the lots on which one of the apartment buildings was to be located, did not exist; and that Paul W. Purdy had apparently sold the same ownership interest in Tax Credits and losses which he had sold to the Partnership to another, third-party limited partnership.
Accordingly, by a Complaint for Damages and Injunctive Relief, filed in or about March, 1997, the Partnership commenced a lawsuit against Paul W. Purdy and Purdy Apartments Limited Partnership, in the Chancery Court of The First Judicial District of Hinds County, Mississippi.
Subsequently, during the prosecution of the lawsuit, the Partnership confirmed what it had learned as a result of its investigation and further that defendant Paul W. Purdy was in ill-health and had no assets. After evaluating all of the findings and conferring with legal and tax counsel, the Partnership determined that it was not economically feasible to continue to pursue the lawsuit and the Partnership abandoned its recovery efforts and abandoned its interest in the Oak Leaf project.
As a result of the foregoing, the Partnership lost its interest in this Operating Partnership, and the Partnership did not receive aggregate Tax Credits of $25,646 for 1997 and 1998, or approximately $13 per 0.05% of Limited Partnership Interest which it was entitled to receive. In addition, in view of the foregoing, the Partnership recaptured $40,156 in Tax Credits in 1997, along with $18,098 interest by passing both through to the Limited Partners on their 1997 Schedule K-1..
The Partnership has also paid professional fees on behalf of Oak Leaf Partnership, Ltd relating to its investigation and the litigation against the former general partner of this Operating Partnership in the amount of $12,890. Said payments have been written-off by the Partnership as uncollectible.
Item 3. Legal Proceedings
See discussion of applicable legal proceedings above in "Item 2. Properties", above.
As discussed in Item 2 . Properties, above, a claim was filed against the Partnership for
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$55,545 by the defendants in the Mercurio litigation for reimbursement of their costs and attorneys' fees. The Partnership and counsel to the Partnership do not believe the Partnership is obligated for defendants' costs and attorneys' fees and are defending against such claim by defendants. While there can be no assurance that the Partnership's defense of this claim will be successful, an award in favor of defendants on this claim will not materially affect the financial ability of the Partnership to continue its operations.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Limited Partnership Interests and Related Security Holder Matters
Market Information
The Partnership is a limited partnership and thus has no common stock. There is no established public trading market for limited partnership interests in the Partnership ("Limited Partnership Interests") and it is not anticipated that any such public market will develop.
Article XI of the Partnership Agreement effectively prevents the transfer of Limited Partnership Interests except under very limited circumstances. In order to transfer a Limited Partnership Interest, a Limited Partner must obtain the consent of the General Partner of the Partnership, which has the absolute right to refuse any request for a transfer. In addition, the Partnership Agreement requires the transferring Limited Partner to obtain a legal opinion from counsel, at his or her sole expense, as to certain tax and securities law matters with regard to the proposed transfer. In addition, the proposed transferee must meet all applicable suitability standards and agree to be bound by the Partnership Agreement.
Approximate Number of Security Holders
As of March 31, 2000, there were approximately 1,830 holders of Limited Partnership Interests.
Distributions
An aggregate of $5,118, $-0-, and $1,030,421 was distributed to Limited Partners for fiscal years ending March 31, 1997, March 31, 1996, and March 31, 1995, respectively, in the form of return of Partnership capital.
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Item 6. Selected Financial Data
The information set forth below presents selected financial data of the Partnership. Additional detailed information is set forth in the audited financial statements listed in Item 14 hereof.
OPERATIONS |
|||||
For the Year |
For the Year |
For the Year Ended |
For the Year |
For the Year |
|
Interest income |
$ 80,997 |
$ 243,313 |
$ 164,178 |
$ 208,498 |
$ 229,328 |
Other Income |
11,471 |
40,891 |
-0- |
-0- |
-0- |
92,468 |
284,204 |
164,178 |
208,498 |
229,328 |
|
Equity in Losses of Operating Partnerships |
(1,551,846) |
(2,588,698) |
(3,675,489) |
(3,748,006) |
(4,277,536) |
Expenses |
(447,424) |
(361,305) |
(673,971) |
(788,926 ) |
(1,617,498 ) |
Net Loss Before Gain (Loss) on Sale of Auction Interest |
(1,906,802) |
(2,665,799) |
(4,185,282) |
(4,328,434) |
(5,665,706) |
Gain (Loss) on Sale of Auction Interests |
-0- |
-0- |
-0- |
-0- |
(360,954) |
Net Loss |
$ (1,906,802) |
$ (2,665,798) |
$ (4,185,282) |
$ (4,328,434) |
$ (6,026,600) |
Net Loss Before Sale of Auction Interests per 0.05% Partnership |
$ (953) |
$ (1,333) |
$ (2,093) |
$ (2,164) |
$ (2,833) |
Net Loss per 0.05% Partnership Interest |
$ (953) |
$ (1,333) |
$ (2,093) |
$ (2,164) |
$ (3,013) |
Cash Distributions Per 0.05% Partnership Interest |
$ 0 |
$ 0 |
$ 515 |
$ 258 |
$ 0 |
Balance Sheet |
As of |
As of |
As of |
As of |
As of |
Total Assets |
$ 4,303,853 |
$ 6,166,549 |
$ 8,889,077 |
$ 13,217,016 |
$ 16,747,813 |
Total Liabilities |
$ 173,203 |
$ 169,116 |
$ 323,869 |
$ 4,474,580 |
$ 11,929,470 |
Partners' Capital |
$ 4,130,650 |
$ 5,997,432 |
$ 8,565,208 |
$ 8,742,436 |
$ 4,818,343 |
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Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The Partnership was formed as of July 1, 1990, pursuant to the Plan. In 1992 its fiscal year-end for accounting purposes was changed to March 31, from December 31. The Partnership's fiscal year-end for tax purposes remains December 31.
Capital Resources
The Partnership was formed pursuant to the terms of the Plan, which mandates the Partnership's material commitments for expenditures and the anticipated sources of funds needed to fulfill such commitments.
Commencing in calendar 1995, although funds from certain other sources were received during the 1996 and 1995 fiscal years (see "Liquidity" under this Item), the Partnership's primary source of funds became the annual distributions from the Operating Partnerships in which the Partnership has an interest, which has been negotiated at $750 per year, per Operating Partnership, provided that such payment is not prohibited by any applicable agreement with a governmental agency or any applicable governmental agency rules or regulations.
The total amount due annually to the Partnership from the $750 distributions from the Operating Partnerships is $105,000. The Partnership has been receiving only approximately 50% of the distributions due from the Operating Partnerships. For the 1996 calendar year $46,000 of the distributions is outstanding and due to the Partnership. To the extent that such distributions or portion thereof are not paid in any year, the remainder accumulate and are to be paid at the earliest time permitted. As indicated above, many of the distributions are not being made do to limitations by governmental regulations.
The Partnership also receives interest income on account balances.
The ability of the Partnership to make all cash distributions to its Limited Partners contemplated by the Plan is dependent upon the receipt by the Partnership of sufficient proceeds from the sale or refinancing of its interest in the Operating Partnerships (the General Partner has actively begun exploring various exit strategies, including the sale and refinancing of the Partnership's interests in the Operating Partnerships - See "Item 1 - Description of Business", above). There can be no assurance that such proceeds, if any, from the sale or refinancing of the remaining Operating Partnerships will be sufficient to enable the Partnership to make all or any portion of such distributions. Further there can be no assurance that the application of funds available for distribution to Limited Partners which, from time to time, were deferred by the Independent Manager with the consent of the Investor Committee to pay certain costs and expenses of the Partnership or to purchase interests in partnerships which own, or are intended to own, projects which are intended to qualify for Tax Credits (see "Liquidity" subsection "(f)", below), will ultimately yield an economic benefit to the Limited Partners.
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Prior to calendar 1995, the Partnership's primary source of funds was the payment by Limited Partners of the amounts owed to the Partnership for their capital contributions pursuant to their Investor Notes. Each of the Investor Notes was payable in semi-annual installments through December 31, 1994. As of March 31, 1997, an aggregate of $1,315,052 was owed pursuant to the Investor Notes. These notes are considered past due. As of March 31, 1996, an aggregate of $1,385,793 was owned pursuant to the Investor Notes, all of which was past due. As of March 31, 1995, $1,627,012 was owed pursuant to the Investor Notes, of which $1,587,861 was payable by Limited Partners whose Investor Notes were past due.
Other than the annual payment referred to above, the Partnership does not anticipate that it will receive material cash distributions from the operations of the Operating Partnerships, or that it will derive net cash from its operations generally. Aside from such payments, the Partnership does not have significant external sources of Capital Resources. All of the above-named sources of Capital Resources are being used to meet the operating expenses of the Partnership and to preserve and maintain the investment in its Projects.
Liquidity
The Partnership's principal uses of funds are its operating expenses and, prior to December 31, 1994, (i) capital contributions to the Operating Partnerships and (ii) payments to the Secured Lenders of the Debtor Investor Partnerships. The remaining unpaid balances of such contractual obligations at March 31, 1997 were $115,764 with respect to the Operating Partnerships. The remaining unpaid balances of such contractual obligations at March 31, 1996 were $136,913 and at March 31, 1995, $214,847 with respect to the Operating Partnerships. The Partnership also assumed certain accrued expenses pursuant to the Plan, of which $0 were outstanding as of March 31, 1997, $0 was outstanding as of March 31, 1996 and $27,919 were 2outstanding as of March 31, 1995. The Partnership also made distributions to certain Limited Partners that were in the original debtor Brighton Estates Limited Partnership as provided in the Plan.
For the 1997 Fiscal Year, 1996 Fiscal Year and the 1995 Fiscal Year gross cash amounts received by the Partnership were as follows:
(i) $70,741, $241,219, and $5,048,225 respectively, from payments of capital contributions by Limited Partners pursuant to their Investor Notes; and
(ii) $80,997, $243,313, and $164,178 respectively, of interest income on the Investor Notes and on deposits maintained in escrow accounts pursuant to the Plan, and lockbox funds held by the Secured Lenders.
For the 1997 Fiscal Year, 1996 Fiscal Year and 1995 Fiscal Year respectively, the uses of funds by the Partnership were as follows:
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(a) $21,149, $93,259, and $2,480,404 respectively, for capital contributions to the Operating Partnerships;
(b) $0, $-0-, and $1,577,000 respectively, for principal payments on loans to the Secured Lenders;
(c) $0, $-0-, and $39,499 respectively, for interest payments primarily to the Secured Lenders;
(d) $310,301, $188,621, and $137,328 respectively, for professional fees which amounts for the 1997 Fiscal Year were attributable to professional costs related primarily to litigation and the removal of the general partners of three of the Operating Partnership and subsequent litigation against an accounting firm that performed the audit of the three properties, professional costs related to the IRS audit of one of the operating partnerships and collections actions against Limited Partners who defaulted on the payment of their Investor Notes; such amounts for the 1996 Fiscal Year were attributable to professional costs related primarily to litigation and the removal of the general partners of three of the Operating Partnerships, and collection actions against Limited Partners who defaulted on the payment of their Investor Notes; such amounts for the 1995 Fiscal Year were attributable to professional costs related primarily to litigation and the removal of the general partners of three of the Operating Partnerships, and collection actions against Limited Partners who defaulted on the payment of their Investor Notes;
(e) $132,714, $188,086 and $356,859 respectively, for operating expenses; and
(f) $5,118, $-0- and $1,030,421 respectively, for the 1997 Fiscal Year, the 1996 Fiscal Year and 1995 Fiscal Year, for payments as a return of capital made to the Limited Partners in accordance with the Plan.
The distributions to Limited Partners included a full distribution for the 1995 Fiscal Year, and a partial distribution for the 1994 Fiscal Year. In Fiscal 1994, $516,901 of the $1,014,628 contemplated by the Plan to be distributed to the Limited Partners in such year. As permitted under the Plan and approved by the Investors Committee, undistributed amounts of $507,314 for the 1994 Fiscal Year, together with the entire $1,014,628 to have been distributed in the 1993 Fiscal Year, have been deferred and held in reserve or have been applied to meet the increased obligations of the Partnership.
No such distributions are payable after December 31, 1994, except to the extent that the Independent Manager, in consultation with the Investors Committee, determines that the financial resources of the Partnership will permit payment of previously deferred distributions. It is not presently anticipated that any such payments will be made. See, "Item 10. Directors and Executive Officers of the Registrant - The Investors Committee".
The net decrease in cash held by the Partnership amounted to $297,896 for the 1997 Fiscal Year, a net decrease in cash of $263,930 for the 1996 Fiscal Year, and a net increase in cash of $616,379 for the 1995 Fiscal Year. The Partnership currently anticipates that the annual payments to be received from the Operating Partnerships, in combination with the Partnership's
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reserves, will be sufficient to permit the Partnership to meet its operating expenses until the end of the 15 year compliance period of the Operating Partnerships, years 2002-2004 depending upon when each placed its Project in-service (the General Partner has actively begun exploring various exit strategies, including the sale and refinancing of the Partnership's interests in the Operating Partnerships - see "Item 1 - Description of Business", above). However, there can be no assurance in the future that the Partnership will be able to meet its obligations should the sale or refinancing extend beyond the originally anticipated 15 year period.
Results of Operations
Expenses, comprised principally of depreciation expenses passed through to the Partnership from the Operating Partnerships, exceeded income, which is comprised principally of interest income, by $1,906,802 for the 1997 Fiscal Year, $2,665,799 for the 1996 Fiscal Year and $4,185,282 for the 1995 Fiscal Year.
As noted above under "Item 1. Business - Description of Business", the Partnership's principal business is the maintenance of its interests in the Operating Partnerships, and the Partnership does not expect to make new investments or otherwise engage in additional activities. The Partnership's results of operations and its obligations are primarily determined by the results of operations of the Operating Partnerships, its obligations to the Independent Manager, and by expenses arising out of legal and professional fees related to its Operating Partnerships or corporate transactions. Accordingly, period-to-period comparisons of the results of operations of the Partnership may not be meaningful. The following discussion attempts to highlight certain elements of the results of operations of the Partnership for the periods discussed.
It is estimated that, without additional acquisitions of interests in limited partnerships owning properties with or eligible for Tax Credits to replace interests lost through insolvency, bankruptcy or the settlement of litigation, for which the Partnership does not have funds available, the amount of Tax Credits generated or still to be generated by the Partnership will aggregate approximately $0.97 for every $1.00 invested by the Limited Partners, rather than the $1.10 for every $1.00 estimated in the Plan. Further the production of such Tax Credits will take slightly longer than the ten years estimated in the Plan. This includes Tax Credits passed through to the Limited Partners by the Debtor Investor Partnerships previous to the inception of the Partnership. Such estimate is based on the following assumptions: (i) the Partnership will continue to use its available cash to attempt to preserve as much of its present portfolio of Projects as possible and will not purchase additional interests in limited partnerships owning Projects eligible for Tax Credits to replace lost Operating Partnerships, (ii) the current applicability of the tax laws and regulations and current interpretations of such laws and regulations by the courts, remain unchanged, (iii) the occupancy of each of the Projects with qualifying individuals will continue substantially unchanged throughout the applicable Tax Credit compliance period, and (iv) no substantial changes occur in the aggregate interest held by the Partnership in the Operating Partnerships as a group. In the tax year ended December 31, 1996, the Limited Partners were allocated approximately $4,805,000 in Tax Credits, or approximately $2,402 per 0.05% of Partnership Interest.
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Interest income decreased by approximately 67% for the March 1997 Fiscal Year from the 1996 Fiscal Year and is primarily due to a reduction in the amount of late interest collected on defaulted Investor Notes. Interest income increased by approximately 48% to $243,000 for the 1996 Fiscal Year from $164,000 for the 1995 Fiscal Year and was primarily due to the collection of late interest on defaulted Investor Notes. For the 1995 Fiscal Year, interest income decreased by approximately 21% from $209,000 interest income for the 1994 Fiscal Year, primarily due to the decrease in the amount of the Investor Notes outstanding. Due to the end of the investor pay-in period as of December 31, 1994 and the Partnership's collection of substantially all collectable payments due it from the Investor Notes, there will be no material interest income for future periods from the Investor Notes.
Equity in losses from Operating Partnerships was $1,552,000 for the 1997 Fiscal Year and $2,589,000 for the 1996 Fiscal Year, or a decrease of 40%. There was a 30% decrease for the 1996 Fiscal Year from the prior 1995 Fiscal Year. The decreases in losses from Operating Partnership was caused by the limitation of recognizing losses under the equity method of accounting in which losses in excess of aggregate investment in each Operating Partnership are not recognized. Approximately 65% of the losses from the Operating Partnerships were not recognized on the Partnership's books of account for financial purposes for the 1997 Fiscal Year, as the aggregate losses were in excess of the Partnership's investments in the Operating Partnerships, and approximately 45% of the losses for the 1996 Fiscal Year were not recognized for financial statement purposes. There was a decrease for the 1995 Fiscal Year of approximately 2%, primarily as a result of fluctuation in the rental income, operating expenses and depreciation of such Operating Partnerships.
Management fees were the same for the 1997 Fiscal Year and 1996 Fiscal Year. During the 1996 Fiscal Year, management fees paid decreased to $119,500 from the 1995 Fiscal Year. This was a decrease in the Management fees of approximately $272,000 from the prior 1995 Fiscal Year. There was also a decrease of approximately $92,000 in the 1995 Fiscal Year from the 1994 Fiscal Year. The decreases were due to a decrease in Independent Manager's fee after the end of the investor pay-in period as of December 31, 1994, the elimination of the general partner fee, and the elimination of the investor billing fee.
Professional fees of approximately $317,000 in the 1997 Fiscal Year included fees incurred for the removal of the general partners of three of the Operating Partnerships and subsequent litigation against an accounting firm that performed the audit of the three properties, professional costs related to the IRS audit of one of the operating partnerships and collections actions against Limited Partners who defaulted on the payment of their Investor Notes. Professional fees of approximately $165,000 in the 1996 Fiscal Year included fees incurred in connection with the removal of the general partners of three of the Operating Partnerships and collection actions against Limited Partners who defaulted on the payments of their Investor Notes. Professional fees of approximately $179,000 in the 1995 Fiscal Year included fees incurred for the removal of the general partners of three of the Operating Partnerships and collection actions against Limited Partners who defaulted on the payments of their Investor Notes.
No interest expense was incurred in the 1997 and 1996 Fiscal Year and all
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indebtedness to the Secured Lenders was paid in full prior to the 1996 Fiscal Year. Interest expense decreased by approximately 88% for the 1995 Fiscal Year from the 1994 Fiscal Year, this decrease was a result of the amortization in the principal of the loan balance and the decrease in the interest rate arising from the refinancing of the indebtedness to the Secured Lenders.
No amortization of organization costs were incurred in the 1997 Fiscal Year. Amortization of organization costs decreased 18% for the 1996 Fiscal Year from the 1995 Fiscal Year due to 1996 being the final year of amortization of all organization costs.
Other income of approximately $11,000 was recorded in the 1997 Fiscal Year and is a result of the recovery of bad debts and the recovery of expenses incurred to collect the bad debts. Other income of approximately $41,000 was recorded in the 1996 Fiscal Year and is a result of a collection of a bad debt and the write-off of an account payable that was recorded in a prior Fiscal Year.
Pursuant to the Plan, amounts due and unpaid to Operating Partnerships by the Debtor Investor Partnerships prior to the implementation of the Plan in July 1990 accrued interest at the rate of eight percent (8%) until paid. As the non-payment of this interest is not a default under the Plan and any such unpaid interest becomes payable only as a first priority out of Capital Events, a contingent liability, the Partnership is not paying this interest currently and is not accruing it on its financial statements. The amount of this interest which could be payable under the Plan as a first priority from Capital Events is estimated at $1,968,000, subject to offsets of the amount of fees for professional services paid on behalf of certain Operating Partnerships (see "Item 2. Properties", above) and any unpaid or accrued annual distributions due the Partnership (see "Capital Resources", above), against the sums due from the Operating Partnerships and reduced by said sums payable to Operating Partnerships which have lost their Projects through foreclosure, bankruptcy or insolvency.
The Partnership is organized as a limited partnership and is a "pass through" entity which does not, itself, pay federal income tax. However, the partners of the Partnership receive their proportionate share of Tax Credits and other tax benefits accruing to the Partnership. For the tax years ended December 31, 1996, 1995, and 1994 respectively, Limited Partners were allocated $4,804,968, $5,020,191 and $4,993,176 in Tax Credits, or approximately $2,402, $2,510 and $2,500 per 0.05% of Partnership Interest, respectively.
-29-
Item 7A. Quantitative and Qualitative Disclosure about Market Risk.
Not Applicable
Item 8. Financial Statements and Supplementary Data.
See "Item 14" and Exhibit 12 for a list of the Partnership's Financial Statements filed as part of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
PART III
Item 10. Directors and Executive Officers of the Registrant.
The Partnership has no directors or executive officers and has no employees of its own.
General Partner
The sole General Partner of the Partnership is Megan Asset Management, Inc., whose mailing address is 1424 West Century Ave., Suite 102, Bismarck, ND 58501. Megan Asset Management, which is also the Independent Manager of the Partnership, is a Delaware corporation whose executive officers are Gary L. Maddock, Chairman and Secretary, and Paul J. Maddock, President and Treasurer. The shareholders of Megan Asset Management are Gary L. Maddock (25%), Michele Maddock (25%) and Paul J. Maddock (50%).
Except as limited by the Partnership Agreement, by the Plan or by the Management Agreement, the General Partner shall have full, exclusive and complete discretion in the management and control of the Partnership.
The Independent Manager
In view of the need to have an independent manager that was not affiliated with First American take over the responsibility for the administration of the Partnership, a Management Agreement between the Partnership and the Independent Manager was entered into and provides for the Independent Manager to conduct and manage, on the Partnership's behalf, the
-30-
Partnership's operations in connection with, among other things, collection, investment and disbursement of funds, maintenance of books and records, preparation of tax returns and review and coordination of related-party tax filings. Pursuant to the Management Agreement, the Independent Manager was appointed the exclusive agent of the Partnership to supervise and manage, on behalf of the Partnership, all of the operations of the Partnership under the Plan. (See "Item 1. Business - Organization", above) Even after the merger of both the General Partner's and Independent Manager's rights and obligations into Megan Management, and subsequently Megan Asset Management, the Management Agreement was kept in place because it outlined the compensation and duties to be performed more specifically than did the Partnership Agreement. The compensation of the Independent Manager is set forth under "Item 11. Executive Compensation."
Gary L. Maddock, 60, Chairman of Megan Asset Management, is a real estate attorney, CPA and licensed real estate broker. He also has extensive experience in other phases
of real estate. Prior to July, 1989, Gary Maddock was Executive Vice President of First American for two years, resigning in a management dispute. As a former partner of Burns, Summit, Rovins and Feldesman, and in his own subsequent law practice, he has
represented owner/developers of projects ranging from a proposed $100 million Caribbean hotel, marina and condominium development to a 250-room urban hotel and conference center to a proposed $15 million residential waterfront development on Long Island,
New York. As an officer of various companies affiliated with Megan Asset Management, he has consulted and assisted developers in (i) obtaining in excess of $20 million in debt financing, (ii) placing in excess of $60 million in Tax Credits and (iii)
building hundreds of units of low to moderate income housing. He also has overseen the management of numerous projects with housing units for low income families and the elderly. He has been engaged in and continues to be engaged in the practice of law
and has performed professional services for the Partnership and others; see "Item 13. Certain Relationships and Related Transactions".
Paul J. Maddock, 48, President of Megan Asset Management, has been with the Independent Manager for nine years. Paul Maddock spends about 70% of his time working on and overseeing the management of the Partnership. He is a CPA and was formerly a tax manager for a regional CPA firm.
The Investors Committee
Pursuant to the Plan, the Investors Committee performs an oversight role in connection with the approval of the deferral of distributions to be made to the Limited Partners and the use thereof to pay costs and expenses for the administration and operation of the Partnership or to purchase interests in partnerships which own, or are intended to own, projects which are intended to qualify for Tax Credit and to maintain its investment in the Projects (see "Item 7 - Capital Resources and - Liquidity", above). The Investors Committee does not perform any management functions with respect to the Partnership. All but one of the current members of the Investors Committee are direct or indirect holders of an Interest in the Partnership.
The members of the Investors Committee are as follows:
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Fran Hoaglund, Chair, 57. President of Tax Equity Associates for the past 10 years. Financial planner and tax specialist for more than 25 years. Holder of an Interest.
David Apple, 45. President of David Apple, Ltd. (certified public accountants) for the past 10 years. CPA for more than 15 years. Holder of an Interest.
James Linna, 60. President of First Midwest Securities, Inc. and President of First Midwest Insurance Services, Inc. for the past five years. National Association of Securities Dealers ("NASD") principal; licensed real estate broker; security representative for more than 20 years. Holder of an Interest.
Joseph Schwartz, 33. Treasurer of Gregory Schwartz & Co. since 1991. Prior thereto Mr. Schwartz was employed as a certified public accountant with Arthur Andersen & Co. (1989-1991) and Plante & Moran (1988), following his graduation from the University of Notre Dame in 1988.
William Walczak, 58. CPA for the past 20 years and currently a member of the accounting firm of MacDonald & Walczak, CPAs, LLC. Holder of an Interest.
The Developer Class Representative
The Developer Class Representative is ERC Properties, Inc. located in Fort Smith, Arkansas which was the chairman of the Unofficial Committee of Developers during the Debtor Investor Limited Partnerships' bankruptcy proceedings (see "Item 1. Business", above) and continues to represent the approximately 139 Operating Partnerships. Pursuant to the Plan, the Developer Class Representative had and continues to have many responsibilities including but not limited to performing an oversight role in connection with the each Debtor Investor Limited Partnership's right to commence any action to avoid or recover any Pre-Petition transfer of property; negotiate with the Independent Manager as to the amount each Operating Partnership shall distribute to the Master Limited Partnership on or before April 1 of each year commencing 2000 which shall not exceed $750; file any financing statement (without a Debtor Investor Limited Partnership's or the Master Limited Partnership's signature) which is reasonable or necessary to perfect any security interests granted to, or retained by, an Operating Partnership under the Plan; it is be deemed to be a holder in due course of the Unfinanced Notes; is directed to execute and record any and all documents which are required to be executed and recorded under applicable nonbankruptcy law to effect the admission of the Master Limited Partnership as a limited partner of the Operating Partnerships; and under the Management Agreement to preapprove all withdrawals by the Independent Manager from the Escrow Account, including all checks drawn on and wire transfers made from the Escrow Account.
The Developer Class Representative is to be exculpated from any and all liability that may arise out of any action or inaction by the Developer Class Representative under the Plan and Management Agreement unless caused by his gross negligence or willful misconduct.
For its services, the Developer Class Representative is paid $15,000 per year by the Partnership.
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Item 11. Executive Compensation.
The following table shows compensation for management services rendered in all capacities to the Partnership by Megan Asset Management, Inc. as Independent Manager during the periods indicated.
SUMMARY COMPENSATION TABLE |
|||
|
Annual Compensation |
||
Name and Principal Position |
Fiscal Year Ended |
Fee |
All Other Compensation (2) |
Megan Asset Management, Inc. - |
3/31/97 |
$ 127,460 |
$ 14,234 |
Independent Manager (1) |
3/31/96 |
$ 153,287 |
$ 10,727 |
3/31/95 |
$ 390,989 |
$ 5,159 |
(1) The Independent Manager for periods prior to January 1, 1993 was Megan Management, a company under common ownership and control with Megan Asset Management. Megan Management assigned its rights and obligations as Independent Manager to Megan Asset
Management as of December 31, 1992.
(2) Consists of payment for reimbursement of expenses, and services rendered other than pursuant to the Management Agreement.
Compensation of the Independent Manager
Commencing in calendar year 1995, the Independent Manager, under the Management Agreement, is entitled to receive $119,500 annually, plus $30,000 per year to cover the cost of preparation of tax returns and financial statements, for each of the years 1995 through 1998. Prior to calendar 1995, the Independent Manager was entitled to receive $396,000, plus $40,000 per year to cover the cost of preparation of tax returns and financial statements and $75,000 in relation to investor billings due to the Secured Lender refinancing. Commencing with calendar year 1999, the Independent Manager will be entitled to an annual base fee of $119,500, together with an additional $30,000 to cover the cost of preparation of tax returns and financial statements, less $750 for each Operating Limited Partnership in which the Partnership ceases to own the limited partnership interest during 1999 and thereafter. The foregoing is in lieu of payment to the Independent Manager of amounts pursuant to the Plan sections 6(6)(c) (providing for annual payment from each Operating Partnership to the Partnership of $750 for each of the years 1995 through 1999) and 6(6)(d) (providing for annual payments from each Operating Partnership to the Partnership of an amount to be negotiated but not to exceed $750 for each year commencing with the year 2000) of the Plan.
The Independent Manager is also entitled to receive an amount equal to 50% of any distributions with respect to Capital Events originally payable to Continental Construction
-33-
Management Corporation, a subsidiary of First American, under the Plan ("Continental Construction") and the Independent Manager is to pay to the Partnership an amount equal to 25% of gross fees, if any, earned by it or its Affiliates directly from any of the Operating Partnerships (not including amounts owed to the Independent Manager pursuant to the Management Agreement).
The total amount originally due to Continental Construction, with 8% interest as provided in the Plan, as of September 30, 2000 is $4,301,000, of which, pursuant to the Settlement Agreement, 50% is due to the Independent Manager and 50% is due to the Partnership. With respect to the above 25% of gross fees earned from any of the Operating Partnership, there were no such amounts due or owing to the Partnership for this reporting period. Subsequent to this reporting period, an aggregate of $1,125 and $1,600 was due and paid to the Partnership by the Independent Manager for fiscal periods ending March 31, 2000, and March 31, 1999, from fees earned by it or its Affiliates directly from the Operating Partnerships.
The Management Agreement also provides for the Partnership to indemnify the Independent Manager and its officers, directors and employees against claims arising in connection with the formation of the Partnership and the performance of their duties, except to the extent arising from gross negligence or willful misconduct.
Compensation of the General Partner
Prior to December 31, 1994, pursuant to the Settlement Agreement, the General Partner was entitled to $10,000 per month ($120,000 per year) for performing the day-to-day obligations and duties as the general partner of the Partnership through December 31, 1994. Thereafter, the General Partner was to receive no additional amounts payable by the Partnership for the performance of such functions during the remaining term of the Partnership, except as otherwise provided in the Plan. If any such additional compensation is requested by the General Partner it will be subject to competitive bidding. No such additional sums have been paid or requested by the General Partner.
Compensation of the Investors Committee
The Investors Committee received an annual operating budget from the Partnership of up to $50,000, through December 31, 1994, pursuant to a budget approved by the General Partner, to cover the costs, fees and expenses of performing its oversight duties. Members of the Investors Committee receive $125.00 per hour, plus direct expenses, for time spent in the performance of their duties on behalf of the Investors Committee, including $1,000 for attendance at meetings of the Investors Committee. An aggregate of $24,178, $4,900 and $4,535 was paid to Investors Committee by the Partnership for fiscal periods ending March 31, 1997, March 31, 1996, and March 31, 1995. The members of the Investors Committee are also indemnified by the Partnership against claims arising in connection with the formation of the Partnership and the performance of their duties, except to the extent arising from gross negligence or willful misconduct the same as the Independent Manager and the Developers Class Representative.
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Item 12. Security Ownership of Certain Beneficial Owners and Management.
No partner is the holder of 5% or more in Limited Partnership Interests of the Partnership. Neither the General Partner, Independent Manager nor any of its officers or directors hold any Limited Partnership Interests.
Item 13. Certain Relationships and Related Transactions.
Development and Consulting Activities
Megan Management entered into a joint venture agreement with ERC Properties of Oklahoma, Inc., a company affiliated with ERC Properties, Inc., the Developer Class Representative under the Plan, for the identification, development and syndication of new projects intended to generate Tax Credits. This joint venture agreement was terminated in 1994. The Independent Manager does not presently intend to acquire on behalf of the Partnership any interest in any projects in which it is involved in the development.
Gary L. Maddock P.C.
Gary L. Maddock P.C. is a New York corporation of which Megan Asset Management's Chairman, Secretary and shareholder, Gary L. Maddock, is also the president and sole shareholder and through which he practices law and is the only full-time employee. The Partnership paid Gary L. Maddock P.C. approximately $123,700 in legal fees and expenses related to legal services rendered to the Partnership, during the 1997 Fiscal Year.
Paul J. Maddock P.C.
Paul J. Maddock P.C. is a North Dakota corporation of which Megan Asset Management's President, Treasurer and shareholder, Paul J. Maddock, is also the president and sole shareholder and through which he practices public accounting. The Partnership paid Paul J. Maddock P.C. approximately $48,150 in accounting fees during the 1997 Fiscal Year related to tax return services rendered to approximately 60 Operating Partnerships and the review of the tax returns of all other Operating Partnerships. Each Operating Partnership is responsible for and is billed for these accounting and review services which are, when and if collected, reimbursed to the Partnership.
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PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) Financial Statements and Financial Statement Schedules
Reports of Independent Accountants
Balance Sheets as of March 31, 1997 and March 31, 1996
Statements of Operations for the fiscal year ended March 31, 1997, March 31, 1996, and March 31, 1995
Statements of Changes in Partners' Capital for the fiscal year ended March 31, 1997, March 31, 1996, and March 31, 1995
Statements of Cash Flows for the fiscal year ended March 31, 1997, March 31, 1996, and March 31, 1995
Notes to Financial Statements as of March 31, 1997, March 31, 1996, and March 31, 1995
(b) Exhibits (listed according to the number assigned in the table to Item 601 of Regulation S-K)
*2a Joint Plan of Reorganization of 52 Debtors dated May 9, 1990
*2a(i) Order Confirming Plan of Reorganization of the Bankruptcy Court, dated July 10, 1990.
*2a(ii) Order Amending Confirmation Order, dated October 3, 1990.
*2b Order Clarifying Joint Plan dated December 11, 1990.
*2c Order Modifying Joint Plan entered March 6, 1991.
*2c(i) Order Amending Confirmation Order, dated April 8, 1991.
*2d Second Order Modifying Joint Plan entered June 22, 1992.
*2e Final Decree, dated May 20, 1993.
*3a Certificate of Limited Partnership of Bayfield Low Income Housing Limited Partnership.
*4a Amended and Restated Agreement of Limited Partnership of Bayfield Low Income Housing Limited Partnership.
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*10a Amended and Restated Management Agreement dated as of December 23, 1991.
*10b Form of Partnership Interest Security Agreement with Developer.
*10c Form of Unfinanced Note Security Agreement with Developers.
*10d Form of Loan and Security Agreement.
*10e Settlement Agreement dated December 4, 1991 between First American Holdings, Inc., Megan Management Company, Inc., Parkgate International Ltd., The Fidelity Management Company, Inc. and Continental Construction Management Corporation
*10f Amendment dated December 23, 1991 to Settlement Agreement dated December 4, 1991 between First American Holdings, Inc., Megan Management Company, Inc., Parkgate International Ltd., The Fidelity Management Company, Inc. and Continental Construction Management Corporation
12 Report of Independent Accountants, Financial Statements and Notes thereto
*28a Net Worth Formula and Allocation to Investors of Interests in Master Limited Partnership.
*28b Investor Notes.
*28c Agreements and Certificate of Limited Partnership of the Operating Partnerships.
(c) Reports on Form 8-K
None
_________________________
* Incorporated by reference to Exhibit of the same number to Form 10-K for the Fiscal Year Ended March 31, 1993
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 27, 2000 |
BAYFIELD LOW INCOME HOUSING By: /s/ Gary L. Maddock |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.
Dated: November 27, 2000 |
By:/s/ Gary L. Maddock |
Dated: November 27, 2000 |
By:/s/ Paul J. Maddock |
Dated: November 27, 2000 |
By:/s/ Michele Maddock |
-38-
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP
FINANCIAL STATEMENTS
March 31, 1997
Financial Statements
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP
March 31, 1997
CONTENTS:
Financial Statements
Independent Auditors' Report |
F-1 |
Balance Sheets |
F-3 |
Statements of Operations |
F-4 |
Statements of Changes in Partners' Capital |
F-5 |
Statements of Cash Flows |
F-6 |
Notes to Financial Statements |
F-7 |
|
|
[LETTERHEAD OF]
Smith & Radigan
INDEPENDENT AUDITORS' REPORT
To The Partners
Bayfield Low Income Housing Limited Partnership
We have audited the accompanying balance sheets of Bayfield Low Income Housing Limited Partnership ("the Master Limited Partnership") as of March 31, 1997 and March 31, 1996, and the related statements of operations, changes in partners' capital and cash flows for the years ended March 31, 1997, 1996 and 1995. These financial statements are the responsibility of the Master Limited Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of 144 of the 148 Operating Partnerships in 1997, 147 of the 149 Operating Partnerships in 1996, and 149 of the 150 Operating Partnerships in 1995 in which Bayfield Low Income Housing Limited Partnership has invested. The financial statements of 48 in 1997, 49 in 1996 and 46 in 1995 of these Operating Partnerships were audited by other auditors whose reports have been furnished to us and our opinion, to the extent it relates to the amounts included for these Operating Partnership investments, is based solely on the reports of the other auditors. These investments comprised 14 percent and 20.8 percent of the Master Limited Partnership's total assets at March 31, 1997 and March 31, 1996, respectively, and 42.1, 45.8 and 38.8 percent, respectively, of the total loss of the Master Limited Partnership for the years ended March 31, 1997, March 31, 1996 and March 31, 1995.
Except as discussed in the following paragraph, we conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for our opinion.
The financial statements of 97 of the Operating Partnerships in 1997, 98 of the Operating Partnerships in 1996, and 103 of the Operating Partnerships in 1995 were not audited. These investments comprised 45.4 percent and 43.4 percent of the Master Limited Partnership's total assets at March 31, 1997 and March 31, 1996, respectively, and 39.3 percent, 51.3 percent, and 50.6 percent, respectively, of the total loss of the Master Limited Partnership for the years ended March 31, 1997, March 31, 1996 and March 31, 1995. We were unable to satisfy ourselves about Bayfield Low Income Housing Limited Partnership's investment in these Operating Partnerships by means of other auditing procedures.
In our opinion, based on our audits and the reports of other auditors, except for the effects of such adjustments, if any, as might have been determined to be necessary had the 97 Operating Partnerships in 1997, 98 Operating Partnerships in 1996, and 103 Operating Partnerships in 1995 referred to in the preceding paragraph been audited, the financial statements referred to above present fairly, in all material respects, the financial position of Bayfield Low Income Housing Limited Partnership as of March 31, 1997 and March 31, 1996, and the results of its operations and its cash flows for the years ended March 31, 1997, March 31, 1996 and March 31, 1995, in conformity with generally accepted accounting principles.
/s/ Smith & Radigan
Atlanta, Georgia
November 11, 1997
Balance Sheets |
|
|
||
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP |
||||
ASSETS |
||||
|
March 31,   ; |
|||
|
1997 |
1996 |
||
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS |
$ 2,355,603 |
$ 3,958,955 |
||
OTHER ASSETS: |
|
|
||
Cash |
1,661,534 |
1,959,430 |
||
Advances to operating partnerships |
286,716 |
268,987 |
||
|
$ 4,303,853 |
$ 6,187,372 |
||
|
|
|
||
LIABILITIES AND PARTNERS' CAPITAL |
||||
|
March 31,   ; |
|||
|
1997 |
1996 |
||
Accounts payable and accrued expenses |
$ 57,439 |
$ 53,027 |
||
Contributions payable to operating partnerships |
115,764 |
136,913 |
||
|
173,203 |
189,940 |
||
Partners' capital |
|
|
||
Limited partners |
5,445,677 |
7,383,192 |
||
General partner |
25 |
33 |
||
Subscriptions receivable |
(1,315,052) |
(1,385,793) |
||
|
4,130,650 |
5,997,432 |
||
|
$ 4,303,853 |
$ 6,187,372 |
The Notes to Financial Statements are an integral part of these Statements.
Statements of Operations |
|
|
|
|
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP |
||||
|
For the Year Ended March 31, |
|||
|
1997 |
1996 |
1995 |
|
Income |
|
|
|
|
Interest income |
$ 80,997 |
$ 243,313 |
$ 164,178 |
|
Other income |
11,471 |
40,891 |
-0- |
|
|
92,468 |
284,204 |
164,178 |
|
|
|
|
||
Equity in losses of operating partnerships |
(1,551,846) |
(2,588,698) |
(3,675,489) |
|
Expenses: |
|
|
|
|
Management fees |
119,500 |
119,500 |
390,989 |
|
Professional services |
317,210 |
165,245 |
178,956 |
|
Interest |
-0- |
-0- |
31,722 |
|
Amortization |
-0- |
17,973 |
21,944 |
|
Other expense (income) |
10,714 |
58,587 |
50,360 |
|
|
447,424 |
361,305 |
673,971 |
|
Net loss |
$(1,906,802) |
$(2,665,799) |
$(4,185,282) |
|
Net loss allocated to General Partner |
$ (8) |
$ (11) |
$ (17) |
|
Net loss allocated to limited Partners |
$(1,906,794) |
$(2,665,788) |
$(4,185,265) |
|
Net loss per .05% limited partnership interest |
$ (953) |
$ (1,333) |
$ (2,093) |
The Notes to Financial Statements are an integral part of these Statements.
Statements of Changes in Partners' Capital |
|
|
|
|
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERSHIP |
|
|
|
|
Limited |
General |
Subscriptions |
Total |
|
Partners' capital March 31, 1994 |
$15,417,612 |
$ 61 |
$(6,675,237) |
$ 8,742,436 |
|
|
|
|
|
Net loss for the year ended March 31, 1995 |
(4,185,265) |
(17) |
-0- |
(4,185,282) |
Distributions |
(1,030,421) |
-0- |
-0- |
(1,030,421) |
Collections and adjustments |
(9,750) |
-0- |
5,048,225 |
5,038,475 |
|
|
|
|
|
Partners' capital March 31, 1995 |
10,192,176 |
44 |
(1,627,012) |
8,565,208 |
|
|
|
|
|
Net loss for the year ended March 31, 1996 |
(2,665,788) |
(11) |
-0- |
(2,665,799) |
Repurchase of limited partnership unit |
(18,500) |
-0- |
-0- |
(18,500) |
Collections and adjustments |
(124,696) |
-0- |
241,219 |
116,523 |
|
|
|
|
|
Partners' capital March 31, 1996 |
7,383,192 |
33 |
(1,385,793) |
5,997,432 |
|
|
|
|
|
Net loss for the year ended March 31, 1997 |
(1,906,794) |
(8) |
-0- |
(1,906,802) |
Distributions |
(5,118) |
-0- |
-0- |
(5,118) |
Collections and adjustments |
(25,603) |
-0- |
70,741 |
45,138 |
|
|
|
|
|
Partners' capital March 31, 1997 |
$ 5,445,677 |
$ 25 |
$(1,315,052) |
$ 4,130,650 |
The Notes to Financial Statements are an integral part of these Statements.
Statements of Cash Flows |
|
|
|
BAYFIELD LOW INCOME HOUSING LIMITED PARTNERS |
|
|
|
|
|
|
|
|
For the Year Ended March 31, |
||
|
1997 |
1996 |
1995 |
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
Net loss |
$(1,906,802) |
$(2,665,799) |
$(4,185,282) |
Adjustments to reconcile net loss to net cash provided (used) by operating activities |
|
|
|
Equity in losses of Operating Partnerships |
1,551,846 |
2,588,698 |
3,675,489 |
Amortization |
-0- |
17,973 |
21,944 |
Decrease (increase) in other assets |
8,174 |
(188,237) |
1,294,240 |
Increase (decrease) in accounts payable and accrued expenses |
4,412 |
(76,821) |
(97,857) |
Total adjustments |
1,564,432 |
2,341,613 |
4,893,816 |
Net cash provided (used) by operating activities |
(342,370) |
(324,186) |
708,534 |
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
Capital contributions paid to Operating Partnerships |
(21,149) |
(37,767) |
(2,523,209) |
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
Capital contributions received |
70,741 |
116,523 |
5,038,475 |
Payments to secured lenders |
-0- |
-0- |
(1,577,000) |
Distributions |
-0- |
-0- |
(1,030,421) |
Repurchase of limited partnership unit |
(5,118) |
(18,500) |
-0- |
Net cash provided by financing activities |
65,623 |
98,023 |
2,431,054 |
|
|
|
|
NET INCREASE (DECREASE) IN CASH |
(297,896) |
(263,930) |
616,379 |
CASH BALANCE, BEGINNING OF YEAR |
1,959,430 |
2,223,360 |
1,606,981 |
CASH BALANCE, END OF YEAR |
$ 1,661,534 |
$ 1,959,430 |
$ 2,223,360 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
||
Interest paid |
$ -0- |
$ -0- |
$ 39,500 |
The Notes to Financial Statements are an integral part of these Statements.
Note A - Organization
Bayfield Low Income Housing Limited Partnership (the "Master Limited Partnership") was organized as of July 1, 1990 pursuant to the provisions of a Joint Plan of Reorganization of 52 debtor investor limited partnerships ("the Debtor Investor Partnerships"), dated May 9, 1990, pursuant to the provisions of Chapter 11 of Title 11, United States Code, as amended by an Order Clarifying the Joint Plan dated December 11, 1990 and an Order Modifying the Joint Plan entered March 6, 1991 or as may have been otherwise amended or modified by orders settling litigation with non-electing Developers with respect to those Developers or their Operating Partnerships (the "Plan").
The Master Limited Partnership was created under the Plan as the entity into which all of the assets and liabilities of the fifty-two Debtor Investor Partnerships were "rolled-up" as of July 1, 1990 and after which their assets and businesses would be managed.
The fifty-two Debtor Investor Partnerships were the following Delaware limited partnerships:
Arlington Estates Limited Partnership |
Greenfield Estates Limited Partnership |
Barrington Estates Limited Partnership |
Greenwood Estates Limited Partnership |
Bayfield Estates Limited Partnership |
Harborfield Estates Limited Partnership |
Beechfield Estates Limited Partnership |
Holly Estates Limited Partnership |
Birchfield Estates Limited Partnership |
Hunter Estates Limited Partnership |
Blakefield Estates Limited Partnership |
Kehrs Mill Estates Limited Partnership |
Brighton Estates Limited Partnership |
Littlefield Estates Limited Partnership |
Brookline Estates Limited Partnership |
Livingston Realty Investors Limited |
Candle Ridge Estates Limited Partnership |
Meadowfield Estates Limited Partnership |
Canterbury Estates Limited Partnership |
Mitchellfield Estates Limited Partnership |
Carlysle Estates Limited Partnership |
Northfield Estates Limited Partnership |
Cherrywood Estates Limited Partnership |
Norwich Estates Limited Partnership |
Chesterfield Estates Limited Partnership |
Oleander Estates Limited Partnership |
Clarkson Estates Limited Partnership |
Pine Hollow Estates, A Delaware Ltd. Partnership |
Clayton Estates Limited Partnership |
Plainfield Estates Limited Partnership |
Cloverfield Estates Limited Partnership |
Plantingfield Estates Limited Partnership |
Copperfield Estates Limited Partnership |
Redwood Estates Limited Partnership |
Crescent Estates Limited Partnership |
Rosewood Estates Limited Partnership |
Deerfield Estates Limited Partnership |
Sagewood Estates Limited Partnership |
Delafield Estates Limited Partnership |
Southfield Estates Limited Partnership |
Edenfield Estates Limited Partnership |
Springfield Estates Limited Partnership |
Emerald Estates Limited Partnership |
Summerfield Estates Limited Partnership |
Everest Estates Limited Partnership |
Sycamore Realty Investors Limited Partnership |
Evergreen Estates Limited Partnership |
Walnut Estates Limited Partnership |
First Estates Limited Partnership |
Wynnfield Estates Limited Partnership |
Glenwood Estates Limited Partnership |
Wilshire Estates Limited Partnership |
Each of the Debtor Investor Partnerships was organized as a Delaware limited partnership by First American Holdings, Inc. First American Holdings, Inc. a Delaware corporation, (sometimes referred to herein as "First American") was the sole general partner of each of the Debtor Investor Partnerships and general partner of the Master Limited Partnership. Each Debtor Investor Partnership was formed to acquire equity interests in limited partnerships (the "Operating Partnerships"), each of which was expected to develop, own and operate a multi-family apartment complex for low to moderate income tenants (the "Projects").
The Projects were expected to receive financing from the Farmers Home Administration of the U.S. Department of Agriculture and to receive interest credits and, in some cases, rental assistance payments under Section 515 of the Housing Act of 1949. Each Project was expected to qualify for the low income housing credit ("LIHC") under Section 42 of the Internal Revenue Code of 1986. Section 42 of the Tax Code was enacted by the United States Congress to promote the development of low and moderate income rental housing. In order to generate LIHC, properties must be rented to tenants whose incomes are below certain levels established by the federal government, and the rents which are permitted to be charged are strictly limited by government regulations.
As a result of adverse economic conditions and increased competition, the Debtor Investor Partnerships were placed under the protection of Chapter 11 of the Bankruptcy Code. Principal provisions of the plan of reorganization, as approved July 1990 and amended ("the Plan"), follow:
In consideration of their contribution of assets to the Master Limited Partnership, each of the Debtor Investor Partnerships received an allocable portion of the limited partnership interests in the Master Limited Partnership. The limited partnership interests in the Master Limited Partnership were then distributed by each of the Debtor Investor Partnerships to the Investors in such Debtor Investor Partnership and so registered in the books of the Master Limited Partnership. The distribution of the interests in the Master Limited Partnership to the Investors was to be complete on the registration of such interests in the books of the Master Limited Partnership, and no certificates of limited partnership interests were distributed to any party. The limited partnership interests in the Master Limited Partnership are subject to the security interests granted under the Plan to Secured Lenders and Developers, and the Master Limited Partnership shall make no transfer of any such limited partnership interest without the consent of the appropriate Secured Party.
All claims against and interests in the Debtor Investor Partnerships were divided into the following classes:
(1) Administration Class consists of all Allowed or Bankruptcy Court approved Administration claims of a Debtor Investor Partnership, including, without limitation, the costs and expenses (including attorneys' and accountants' fees as approved by the Bankruptcy Court) of each official committee of the Debtor Investor Partnerships and the unofficial committee of developers. Each member of such class received on confirmation cash equal to the allowed amount of its administration claim, except to the extent it has agreed to different treatment.
(2) Secured Lender Class consists of all allowed claims based on loan and security agreements giving rise to valid, duly perfected and non-avoidable pre-petition security interests in Investor Notes, to the extent of the value of a Debtor Investor Partnership's interest at confirmation of the plan in the collateral securing such claims, less payments made or applied on account of such claims during the course of the Chapter 11 case. Except to the extent a member of such class has agreed to different treatment, it:
(a) Retained any existing duly perfected security interest until all payments due to it under the plan shall have been paid in full;
(b) Received a note from the Master Limited Partnership, pursuant to the loan repayment and security agreement;
(c) Received a security interest from the Master Limited Partnership pursuant to the loan repayment and security agreement, with respect to: 1) any property of the Debtors that was transferred to the Master Limited Partnership and in which such secured lender held a duly perfected security interest as of the filing of the petition; and 2) those interests in the Master Limited Partnership which were distributed to the Investors whose investor notes are held by such Secured Lender. Such security agreements provide that all property in which a holder receives a security interest shall serve as collateral for all obligations to such holder under the Plan; and
(d) Received cash payments of principal and interest as set forth in the Secured Lender Payment Schedule (after credit for any payments made or applied during the course of the Chapter 11 case).
(3) Developer Class consists of all Allowed Claims held by Operating Partnerships (or the general partners thereof) against a Debtor Investor Partnership exclusive of those specifically included in subsection (b) of the "Other Creditor Class." Except for Developers holding the Auction Interests, each of the Developers received:
(a) Payments at the times specified in the Plan in amounts determined by a Developer Payment Formula, provided, however, any amount which would otherwise be payable to a non-Electing Developer were reserved and will not be made until the entry of a final order determining all litigation between the Debtor and such Non-Electing Developer and any funds so reserved may be used by the Master Limited Partnership in connection with such litigation;
(b) Payments such that the total of all payments to a Developer shall be equal to the full amount of such Developer's Allowed Claim plus interest at a rate equal to eight percent (8%) per annum; and
(c) To the extent a party held a duly perfected non-avoidable security interest in assets of a Debtor Investor Partnership, such party retained its perfected security interest in such of those assets of that Debtor Investor Partnership which were transferred to the Master Limited Partnership and received the costs and expenses, if any, fixed by a Final Order of the Bankruptcy Court.
The limited partnership agreements between the Debtor Investor Partnerships and each of the Operating Partnerships were to be amended as follows:
(a) The Master Limited Partnership shall become the limited partner of such Operating Partnership in place of the Debtor Investor Partnership;
(b) Commencing January 1, 1995, except as noted below, any cash flow to which a Debtor Investor Partnership is entitled shall be retained by the Developers;
(c) On or before April 1 of each of the five (5) years commencing 1995, each Operating Partnership shall distribute to the Master Limited Partnership $750 per year, provided that such payment is not prohibited by any applicable agreement with a governmental agency or any applicable governmental agency rules or regulations. To the extent the payment or any portion is not paid in any year, the remainder shall accumulate and be paid at the earliest time the payment is not prohibited; and
(d) On or before April 1 of each year commencing 2000, each Operating Partnership shall distribute to the Master Limited Partnership an amount to be negotiated by the Independent Manager and the Developer Class Representative which shall not exceed $750, provided that such payment is not prohibited by any applicable agreement with a governmental agency or any applicable governmental agency rules or regulations. To the extent the payment or any portion is not paid in any year, the remainder shall accumulate and be paid at the earliest time the payment is not prohibited.
(4) Other Creditor Class consists of all:
(a) Allowed Claims held by creditors of a Debtor Investor Partnership that are not otherwise classified under the Plan;
(b) Allowed Claims (or those portions of Allowed Claims) which represent the amounts to be reimbursed to the Operating Partnerships (or the general partners thereof) in connection with the filing of an amended partnership agreement for such Operating Partnership prior to the filing of the Petitions; and
(c) Allowed Claims (or those portions of Allowed Claims) which represent the amounts to be paid to Investors in connection with checks which were issued to Investors prior to the filing of the Petitions.
Each holder of an allowed claim in such class received payment in full at Confirmation of the Plan; provided, however, that if the aggregate total of Allowed Claims of this Class exceeded $55,000, each member of the Class received a prorata share of $55,000 based on the amount of its Allowed Claim.
(5) Pre-Petition Legal Class consists of all Allowed Claims held by Stairs, Dillenbeck, Kelly & Merle, attorneys, against a Debtor Investor Partnership for services rendered prior to the filing of the Petition of such Debtor Investor Partnership and not in connection with the Chapter 11 cases of the Debtor Investor Partnerships. Each holder of an Allowed Claim in such class received payments in full of its allowed claim in ten equal semiannual installments commencing July, 1990.
(6) Fidelity Class consists of all Allowed Claims held by Fidelity Management Corporation, an affiliate of First American, or any broker or dealer whose Claim arises out of the sale of a limited partnership interest in a Debtor Investor Partnership. Holders of the Fidelity Class Allowed Claims shall received ten semiannual payments of $69,237 each commencing in July, 1990.
(7) First American Class consists of all Allowed Claims (but not interests) held by First American against a Debtor Investor Partnership. Each holder of a First American Class allowed claim shall receive:
(a) Three semiannual payments of $66,667 commencing upon confirmation of First American's plan of reorganization.
(b) Additional amounts, if any, pursuant to Article 15 of the Plan. ("Payments from Capital Events") (Note F). Such amounts will only be paid after payment in full of amounts due from such monies to the Secured Lender Class and Developer Class, and payments have been made to the Investor Class equal to: twenty percent (20%) of its net capital invested; plus interest at a rate of ten percent (10%) per annum from December 31, 1994; plus an additional one hundred percent (100%) of its net capital invested.
(8) Investor Class consists of all interests and Allowed Claims of parties which arise out of the purchase or holding of limited partnership interests in a Debtor Investor Partnership, exclusive of those specifically included in subsection (c) of the "Other Creditor Class." Except as noted below, each of the Investors shall receive:
(a) Limited partnership interests in the Master Limited Partnership (including all rights to allocations and distributions to which a partner is entitled thereunder) equal to the result of the following formula:
(i) the limited partnership units in a Debtor Investor Partnership owned by such investor divided by the total of the limited partnership units in such Debtor Investor Partnership; multiplied by
(ii) the allocation of units in the Master Limited Partnership to a Debtor Investor Partnership as determined by an allocation formula;
(b) Within thirty (30) days after June 30 and December 31 of each year (commencing December 31, 1990 and terminating on December 31, 1994) payments of a return of capital equal to a prorata portion (based on Net Capital Invested) of $507,801 for each period.
Upon written consent of the Investor Committee, payments to be made to Investors pursuant to the above may be deferred and instead paid to Developers or for other costs and expenses for the administration of the Master Limited Partnership.
Pursuant to Articles 14 and 15 of the Plan, Investors are entitled to receive additional payments based on proceeds from capital events and other specified conditions. (Note F.)
(9) General Partner Class consists of all interests held by First American in a Debtor Investor Partnership. The holder became the general partner of the Master Limited Partnership and was entitled to certain payments from the proceeds of capital events pursuant to Article 15 of the Plan. (Note F.)
An order modifying the Plan was entered on March 6, 1991. Under such modification, the Master Limited Partnership, on the written consent of the Investor Committee, may defer payments otherwise to be made to the Investors semi-annually as a return of capital, and use such monies to make payment to the developers or for other costs and expenses for the administration or operation of the Master Limited Partnership or to purchase interests in additional limited partnerships which own, or are intended to own, projects which are intended to qualify for LIHC (including the payment of any costs or expenses incurred in connection with such purchases).
Pursuant to an agreement entered into in December 1991, as amended, First American withdrew as the General Partner of the Master Limited Partnership, subject to the consent of the Limited Partners of the Master Limited Partnership. In connection therewith, First American received a total of $434,968 for the transfer or release of all rights or economic benefits owed by the Master Limited Partnership to First American or its subsidiaries and in full settlement of any outstanding claims. Megan Management Company ("Megan"), the Independent Manager, agreed to become or have an entity under common control with it become General Partner of the Master Limited Partnership in place of First American subject to the approval of the Limited Partners; pending receipt of such approval, First American immediately relinquished to the Independent Manager any remaining management powers and responsibilities as well as all of its rights to income tax items related to its one percent ownership interest in the Master Limited Partnership from January 1, 1991 to December 22, 1991. These tax items were allocated on a prorata basis to the remaining partners. Megan Asset Management, Inc. ("Megan Asset") assumed the one percent ownership interest of First American as of December 31, 1991, subject to the approval of the Limited Partners. The agreement also provided for an increase in the Independent Manager's fees in compensation for the additional duties that it had been performing and would perform pursuant to the agreement of $35,000 at closing (December 31, 1991) to cover its takeover costs and $10,000 per month on the first day of every month subsequent to closing through December 31, 1994, the right to receive an amount equal to one-half of the distributions with respect to capital events previously payable to Continental Construction Management (Note F) and would pay to the Master Limited Partnership an amount equal to twenty-five percent of gross fees, if any, earned by it or its affiliates directly from any of the Operating Partnerships and for an extension of the term of the management agreement.
As of December 31, 1991, the agreement had been approved by the Investor Committee and the Developer Representative and those provisions of the agreement which did not require consent of the Limited Partners of the Master Limited Partnership were implemented promptly. Thereafter, Megan designated Megan Asset Management, Inc., a newly formed affiliate, to be the new General Partner of the Master Limited Partnership, made the required filings under the Securities and Exchange Act of 1934's proxy rules and solicited the consent of the Limited Partners. In September, 1992, the Master Limited Partnership received approval of a majority in interest of its Limited Partners.
With the agreed withdrawal of First American and the transfer of all of its rights and responsibilities to the Master Limited Partnership and Megan, maintaining the Independent Manager and General Partner as separate entities was no longer necessary. Accordingly, as of December 31, 1992, Megan assigned to Megan Asset and Megan Asset assumed all of the rights, powers and obligations of the Independent Manager of the Master Limited Partnership. Gary L. Maddock, then President and sole shareholder of both corporations, reaffirmed his personal guarantee of the performance of the Management Agreement by Megan Asset.
Note B - Significant Accounting Policies
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments to be cash equivalents.
Investments in Operating Limited Partnerships
The Master Limited Partnership accounts for its investments in Operating Partnerships (including acquisition costs) using the equity method, under which the Master Limited Partnership's capital investment in each Operating Partnership is adjusted for its share of the Operating Partnership's income or losses and for any distributions received or accrued. Such income and losses are recognized on a calendar year basis. Losses in excess of the Master Limited Partnership's aggregate investment in each Operating Partnership are not recognized.
Costs previously recorded by the Debtor Investor Partnerships for services provided or to be provided by the General Partner and its affiliates relating to acquisitions of Operating Partnerships, including syndication fees, agency fees, investor services fees, partnership operations fees and audit indemnification fees, have been included in the Master Limited Partnership's aggregate investment in each Operating Partnership.
For interim (quarterly) reporting on Form 10-Q, the Master Limited Partnership records its estimated equity in income or losses of the Operating Partnerships for the period presented. For annual reporting purposes, the recorded equity in income or losses is based on the calendar year basis financial information submitted by the Operating Partnerships.
Organization Costs
Organization costs were amortized over five years ending in 1996 using the straight-line method.
Income Taxes
No provision has been made for income taxes in the financial statements, as the partners' shares of the results of the Master Limited Partnership's operations are included in their respective income tax returns. Losses, which were previously allocated one percent to the General Partner and ninety-nine percent to the Limited Partners, will now, pursuant to the agreement of December 1991, as amended, be allocated to all of the Partners in proportion to the outstanding positive balances of their respective capital accounts until their respective capital accounts are reduced to zero. After capital accounts have been reduced to zero, further losses and LIHC's would be allocated one percent to the General Partner and the remaining ninety-nine percent to all Limited Partners.
Contributions Payable to Operating Partnerships
Contributions payable to Operating Partnerships are recorded at the gross amount due pursuant to the Plan. When the Master Limited Partnership sells or assigns an interest in an Operating Partnership, any remaining balance of contributions payable is included in computing the gain or loss on sale or assignment.
Pursuant to the Plan, amounts due and unpaid to Operating Partnerships by the Debtor Investor Partnerships after the implementation of the plan in July, 1990, accrue interest at the rate of eight percent. Failure to pay this interest is not a default under the Plan and any such unpaid interest is contingently payable as a first priority out of Capital Events. The Master Limited Partnership has not made any payments of this interest and has not recorded such interest on the accompanying financial statements. The maximum amount of interest which may become payable under the Plan as a first priority from Capital Events is estimated at approximately $2,400,000.
Reclassifications
Certain items in the March 31, 1996 report have been reclassified to conform to current year classifications. Such reclassifications had no effect on previously reported net income.
Note C - Investment in Operating Limited Partnerships
A summary of the Master Limited Partnership's investments in Operating Partnerships accounted for on the equity method as of March 31, 1997 and March 31, 1996 (Note B) is as follows:
At March 31, 1997 |
|
|
|
|
|
Equity in Operating Limited Partnership |
Capital |
Acquisition |
Accumulated |
Net |
Contribution |
Partnerships which were audited |
|
|
|
|
|
AFM RRH, Ltd. |
$ 318,000 |
$ 84,977 |
$ (358,741) |
$ 44,236 |
$ -0- |
Alachua Villas * |
260,290 |
72,481 |
(447,558) |
-0- |
40,692 |
Baker Heights II Ltd. |
203,252 |
53,782 |
(273,618) |
-0- |
-0- |
Bayshore North Apts-IV |
314,405 |
83,796 |
(356,867) |
41,334 |
-0- |
Blades Limited Partnership |
265,681 |
70,838 |
(384,514) |
-0- |
-0- |
Broadway Terrace, Ltd. |
225,642 |
60,864 |
(466,121) |
-0- |
19,522 |
Cedar Grove Apts. |
282,782 |
77,001 |
(398,777) |
-0- |
-0- |
Citrus Terrace, Ltd.* |
199,270 |
43,284 |
(516,694) |
-0- |
3,951 |
Diamond Court II LP |
233,379 |
63,419 |
(297,029) |
-0- |
-0- |
Donaldsonville Seniors |
298,073 |
79,316 |
(339,660) |
37,729 |
-0- |
Elmwood Estates |
295,860 |
79,205 |
(442,851) |
-0- |
-0- |
First Street Apts. |
323,407 |
85,344 |
(280,592) |
128,159 |
-0- |
Forest Park Apts* |
215,330 |
55,915 |
(441,471) |
-0- |
-0- |
Franklin Vista II |
166,138 |
43,640 |
(283,088) |
-0- |
-0- |
Gatewood Apts. Ltd. |
295,383 |
78,064 |
(351,436) |
22,011 |
-0- |
Greenleaf Gardens |
217,714 |
57,187 |
(295,243) |
-0- |
-0- |
Greenwood Assoc. |
291,628 |
76,779 |
(456,921) |
-0- |
-0- |
Hickory Square Apts. |
94,754 |
24,889 |
(152,176) |
-0- |
-0- |
Hilltop Manor Apts. |
216,667 |
56,761 |
(415,335) |
-0- |
-0- |
Hitchcock Housing |
270,750 |
71,118 |
(329,516) |
12,352 |
-0- |
Joaquin Apts. |
295,621 |
78,653 |
(393,788) |
-0- |
-0- |
Lakecrest Apts. |
315,954 |
85,773 |
(280,524) |
121,203 |
-0- |
Lakeview Estates |
245,927 |
65,845 |
(430,901) |
-0- |
-0- |
Lakewood Apts. II |
181,777 |
47,748 |
(293,517) |
-0- |
-0- |
Las Rosas II, Ltd. |
264,635 |
70,012 |
(344,388) |
-0- |
-0- |
Laurel Wood-Capital |
205,867 |
65,524 |
(208,380) |
63,011 |
-0- |
Lead Bayou, Ltd. |
212,000 |
55,686 |
(297,944) |
-0- |
-0- |
Lillie Mae's Retirement |
227,502 |
58,149 |
(346,430) |
-0- |
-0- |
Magnolia Plaza Apts. |
258,552 |
68,111 |
(371,456) |
-0- |
-0- |
Many Seniors Apts. |
259,150 |
62,094 |
(379,337) |
-0- |
-0- |
Maple Hill Apts. |
296,560 |
78,616 |
(313,534) |
61,642 |
-0- |
New Caney Oaks |
225,742 |
60,543 |
(303,225) |
-0- |
-0- |
Oakdale-T F Management |
249,384 |
65,506 |
(387,111) |
-0- |
-0- |
Old Oak Estates |
184,856 |
48,556 |
(359,055) |
-0- |
-0- |
Onion Creek |
304,574 |
80,449 |
(378,343) |
6,680 |
-0- |
PDC Eighteen LP |
196,521 |
52,298 |
(282,965) |
-0- |
-0- |
Pecan Villa Apts. |
234,202 |
62,152 |
(311,823) |
-0- |
-0- |
Pecanwoods Apts. III, Ltd. |
262,027 |
69,024 |
(379,501) |
-0- |
-0- |
Pocomoke Villas Ltd. |
175,888 |
46,923 |
(289,811) |
-0- |
-0- |
Ridge View Apts. |
359,216 |
95,341 |
(557,442) |
-0- |
-0- |
Rolling Meadow II L.P. |
239,620 |
64,218 |
(297,047) |
6,791 |
-0- |
Southeastern Assoc. |
314,798 |
82,688 |
(445,306) |
-0- |
-0- |
Sun Rise Apts. North |
352,063 |
95,182 |
(489,662) |
-0- |
-0- |
Taft Gardens |
151,792 |
39,871 |
(236,880) |
-0- |
-0- |
Taft Terrace |
202,669 |
53,235 |
(379,332) |
-0- |
-0- |
Valley Place Assoc. |
309,818 |
81,774 |
(490,723) |
-0- |
-0- |
West Meadow II Apts. |
183,734 |
49,185 |
(220,713) |
12,206 |
-0- |
Willow Haven-Cross |
323,905 |
85,080 |
(593,346) |
-0- |
-0- |
Wilson Lake |
400,896 |
105,304 |
(538,053) |
-0- |
-0- |
Wolcott Assoc. |
351,380 |
92,691 |
(399,427) |
44,644 |
-0- |
Woodcrest |
233,244 |
61,464 |
(415,752 ) |
-0- |
-0- |
|
13,008,279 |
3,446,355 |
(18,703,924 ) |
601,998 |
64,165 |
*Audited by Smith & Radigan, P.C. |
|
|
|
|
|
At March 31, 1997 |
|
|
|
|
||||||||||||||||||||
Equity in Operating Limited Partnership |
Capital |
Acquisition |
Accumulated |
Net |
Contribution |
|||||||||||||||||||
Partnerships which were unaudited |
|
|
|
|
|
|||||||||||||||||||
Albany Commons, LTD |
174,956 |
46,737 |
(189,046) |
32,647 |
-0- |
|||||||||||||||||||
Anderson County Estates |
120,768 |
32,116 |
(131,934) |
20,950 |
-0- |
|||||||||||||||||||
Aurora Limited |
61,808 |
24,540 |
(338,525) |
-0- |
-0- |
|||||||||||||||||||
Belfast Housing Assoc. |
277,403 |
74,124 |
(378,983) |
-0- |
-0- |
|||||||||||||||||||
Berea Summit, Ltd. |
43,928 |
11,855 |
(84,015) |
-0- |
-0- |
|||||||||||||||||||
Berkshire Apts. #2 |
136,665 |
35,898 |
(294,048) |
-0- |
18,976 |
|||||||||||||||||||
Blanchard Apts. |
166,374 |
43,899 |
(208,892) |
1,381 |
-0- |
|||||||||||||||||||
Brentwood Apts. |
160,800 |
42,237 |
(218,834) |
-0- |
-0- |
|||||||||||||||||||
Briar Hill Apts. |
88,475 |
23,240 |
(152,918) |
-0- |
-0- |
|||||||||||||||||||
Bunkie Apts |
164,759 |
43,277 |
(250,026) |
-0- |
-0- |
|||||||||||||||||||
Canal Town Assoc. |
57,391 |
15,075 |
(15,356) |
57,110 |
-0- |
|||||||||||||||||||
Canyon Hills Villas |
76,710 |
20,719 |
(102,949) |
-0- |
-0- |
|||||||||||||||||||
Cedar Crest Apts. |
93,972 |
25,078 |
16,918 |
135,968 |
-0- |
|||||||||||||||||||
Cherrywood (M & W) |
57,237 |
15,253 |
(99,997) |
-0- |
-0- |
|||||||||||||||||||
Cle Elum |
152,034 |
40,501 |
(240,308) |
-0- |
-0- |
|||||||||||||||||||
Cleveland Courts, Ltd. |
124,589 |
33,530 |
(125,697) |
32,422 |
-0- |
|||||||||||||||||||
Clifford Heights Apts. |
224,044 |
58,940 |
(322,206) |
-0- |
-0- |
|||||||||||||||||||
Cottondale Villa Apts. |
179,706 |
47,404 |
(293,040) |
-0- |
-0- |
|||||||||||||||||||
Cottonwood Seniors Apts. |
164,527 |
43,216 |
(262,769) |
-0- |
-0- |
|||||||||||||||||||
Coushatta Seniors Apts. |
170,409 |
44,958 |
(215,848) |
-0- |
-0- |
|||||||||||||||||||
Cypress View Estates |
164,942 |
43,712 |
(198,722) |
9,932 |
-0- |
|||||||||||||||||||
Delta Terrace |
180,474 |
47,405 |
(275,435) |
-0- |
-0- |
|||||||||||||||||||
East Magnolia Village |
161,503 |
42,422 |
(273,859) |
-0- |
-0- |
|||||||||||||||||||
Edmonson Prop. |
115,874 |
31,246 |
(110,386) |
36,734 |
-0- |
|||||||||||||||||||
Elliott Manor, Ltd. |
193,347 |
48,550 |
(282,765) |
-0- |
-0- |
|||||||||||||||||||
Fieldcrest, Ltd. |
114,667 |
30,120 |
(198,776) |
-0- |
-0- |
|||||||||||||||||||
Flambeau Village |
778,330 |
204,642 |
(819,282) |
163,690 |
-0- |
|||||||||||||||||||
Folsom South Venture |
90,324 |
23,725 |
(96,958) |
17,091 |
-0- |
|||||||||||||||||||
Gaslight Square |
179,152 |
47,058 |
(290,786) |
-0- |
-0- |
|||||||||||||||||||
Gibsland Villas Ltd. |
206,022 |
54,116 |
(270,094) |
-0- |
-0- |
|||||||||||||||||||
Gilman Senior Apts. |
35,221 |
-0- |
(30,524) |
4,697 |
8,472 |
|||||||||||||||||||
Glenora Apts. |
96,605 |
25,375 |
(186,170) |
-0- |
-0- |
|||||||||||||||||||
Hagewood Apts. |
132,717 |
35,356 |
(217,011) |
-0- |
-0- |
|||||||||||||||||||
Hidden Hills Apts. |
120,404 |
31,766 |
(143,663) |
8,507 |
-0- |
|||||||||||||||||||
Hillwood Ltd. |
86,050 |
22,603 |
(152,320) |
-0- |
-0- |
|||||||||||||||||||
Housing Partners IX |
38,703 |
-0- |
(28,776) |
9,927 |
-0- |
|||||||||||||||||||
Housing Partners IX |
13,872 |
-0- |
(9,591) |
4,281 |
-0- |
|||||||||||||||||||
Housing Partners VI |
24,922 |
-0- |
(17,559) |
7,363 |
-0- |
|||||||||||||||||||
Housing Partners VIII |
13,873 |
-0- |
(5,232) |
8,641 |
-0- |
|||||||||||||||||||
Housing Partners XI |
39,093 |
-0- |
(33,058) |
6,035 |
-0- |
|||||||||||||||||||
Housing Partners XII |
57,942 |
-0- |
(44,876) |
13,066 |
-0- |
|||||||||||||||||||
Housing Partners XIII |
29,603 |
-0- |
(16,896) |
12,707 |
-0- |
|||||||||||||||||||
Housing Partners XV |
57,942 |
-0- |
(39,271) |
18,671 |
-0- |
|||||||||||||||||||
Houston Assoc. |
235,663 |
61,675 |
(214,732) |
82,606 |
-0- |
|||||||||||||||||||
Hurricane |
191,380 |
53,058 |
(250,103) |
-0- |
-0- |
|||||||||||||||||||
Indianwood Apts. II |
113,856 |
29,907 |
(238,744) |
-0- |
-0- |
|||||||||||||||||||
Jonesville Apts. for Sr. |
135,654 |
35,936 |
(128,054) |
43,536 |
-0- |
|||||||||||||||||||
Kent Summit, Ltd. |
58,711 |
15,552 |
(90,381) |
-0- |
-0- |
|||||||||||||||||||
Kingswood II, Ltd. |
151,543 |
39,980 |
(169,343) |
22,180 |
-0- |
|||||||||||||||||||
LaGrange Apts.-II |
42,622 |
12,020 |
(44,460) |
10,182 |
-0- |
|||||||||||||||||||
Lake City Village |
312,889 |
74,743 |
(619,097) |
-0- |
-0- |
|||||||||||||||||||
Larue Properties, Ltd. |
181,407 |
48,632 |
(106,461) |
123,578 |
-0- |
|||||||||||||||||||
Lewis Apts. Co. |
162,456 |
43,544 |
(219,553) |
-0- |
-0- |
|||||||||||||||||||
Lewistown Apts. |
67,666 |
17,774 |
(86,417) |
-0- |
-0- |
|||||||||||||||||||
Liberty Terrace Apts. |
223,688 |
59,150 |
(280,982) |
1,856 |
-0- |
|||||||||||||||||||
Longview Terrace Ltd. |
159,185 |
41,813 |
(253,239) |
-0- |
-0- |
|||||||||||||||||||
Manor Apts-Caddo Mills |
128,510 |
33,756 |
(248,783) |
-0- |
9,900 |
|||||||||||||||||||
Marion Housing |
130,596 |
34,575 |
(190,702) |
-0- |
-0- |
|||||||||||||||||||
Meadowland Apts. |
129,131 |
33,919 |
(189,512) |
-0- |
-0- |
|||||||||||||||||||
Mills-Shapley Partnership |
119,025 |
21,580 |
(134,446) |
6,159 |
9,766 |
|||||||||||||||||||
Mitchell II Ltd. |
180,723 |
47,668 |
(256,818) |
-0- |
-0- |
|||||||||||||||||||
Mosswood Apt. |
166,822 |
43,819 |
(310,913) |
-0- |
-0- |
|||||||||||||||||||
Mountain View Apts. II |
184,828 |
48,986 |
(199,589) |
34,225 |
-0- |
|||||||||||||||||||
Munfordville |
82,613 |
21,341 |
(130,567) |
-0- |
-0- |
|||||||||||||||||||
North Deer Creek, Ltd. |
174,358 |
45,799 |
(244,567) |
-0- |
-0- |
|||||||||||||||||||
Oak Leaf Partnership |
62,090 |
16,309 |
(26,695) |
51,704 |
-0- |
|||||||||||||||||||
Oak Valley Place II |
116,334 |
32,068 |
(186,099) |
-0- |
-0- |
|||||||||||||||||||
Oakwood Apartments Ltd. |
138,722 |
36,832 |
(152,631) |
22,923 |
-0- |
|||||||||||||||||||
Orchard Commons, Ltd. |
120,870 |
32,164 |
(127,489) |
25,545 |
-0- |
|||||||||||||||||||
Park Place East Assoc. |
241,188 |
63,353 |
(253,997) |
50,544 |
-0- |
|||||||||||||||||||
Park Place North |
146,826 |
38,570 |
(188,631) |
-0- |
-0- |
|||||||||||||||||||
Parkwood Assoc. |
164,299 |
43,262 |
(214,269) |
-0- |
-0- |
|||||||||||||||||||
PDC Twenty Two LP |
171,475 |
45,041 |
(243,091) |
-0- |
-0- |
|||||||||||||||||||
Perry Apts. |
44,222 |
11,616 |
(80,875) |
-0- |
-0- |
|||||||||||||||||||
Pontontoc Ridge Apts. |
164,502 |
43,210 |
(301,146) |
-0- |
4,485 |
|||||||||||||||||||
Regency Apts. of Reno |
138,379 |
36,348 |
(170,178) |
4,549 |
-0- |
|||||||||||||||||||
Regency Plaza |
156,677 |
41,514 |
(190,589) |
7,602 |
-0- |
|||||||||||||||||||
Reservoir Hill L.P. |
577,141 |
151,795 |
(425,520) |
303,416 |
-0- |
|||||||||||||||||||
Reynolds and Assoc. |
92,265 |
24,629 |
(102,896) |
13,998 |
-0- |
|||||||||||||||||||
Ridgecrest Apts. |
312,000 |
81,953 |
(506,139) |
-0- |
-0- |
|||||||||||||||||||
River View Apts. |
21,494 |
5,646 |
(25,093) |
2,047 |
-0- |
|||||||||||||||||||
Riverbend Apts. |
119,075 |
31,278 |
(199,801) |
-0- |
-0- |
|||||||||||||||||||
Russell September Housing |
77,915 |
20,618 |
(108,451) |
-0- |
-0- |
|||||||||||||||||||
Sacramento, Ltd. |
181,945 |
51,004 |
(202,380) |
30,569 |
-0- |
|||||||||||||||||||
Sleepy Oaks-Seshano |
80,738 |
21,602 |
(71,003) |
31,337 |
-0- |
|||||||||||||||||||
Somerset West, Hills II |
122,882 |
32,901 |
(145,336) |
10,447 |
-0- |
|||||||||||||||||||
Southern Apts. |
141,607 |
37,393 |
(211,845) |
-0- |
-0- |
|||||||||||||||||||
Spring Meadow Apts. |
183,090 |
48,092 |
(245,905) |
-0- |
-0- |
|||||||||||||||||||
Streamside Assoc. |
238,335 |
62,604 |
(225,672) |
75,267 |
-0- |
|||||||||||||||||||
St. Rose Assoc. |
182,093 |
47,831 |
(204,508) |
25,416 |
-0- |
|||||||||||||||||||
Sullivan Garden Apts. |
80,183 |
21,259 |
(189,995) |
-0- |
-0- |
|||||||||||||||||||
Summer Place-Deshano |
80,007 |
21,410 |
(80,251) |
21,166 |
-0- |
|||||||||||||||||||
Sunrise Apts. |
81,782 |
21,679 |
(196,744) |
-0- |
-0- |
|||||||||||||||||||
Timberline |
142,195 |
39,780 |
(210,207) |
-0- |
-0- |
|||||||||||||||||||
Valley Limited |
126,137 |
33,777 |
(23,340) |
136,574 |
-0- |
|||||||||||||||||||
Wayland Apts. |
45,769 |
12,022 |
(67,698) |
-0- |
-0- |
|||||||||||||||||||
Wexford Assoc. L.P. |
170,036 |
46,016 |
(201,693 ) |
14,359 |
-0- |
|||||||||||||||||||
|
13,683,736 |
3,529,496 |
(18,038,113 ) |
1,753,605 |
51,599 |
|||||||||||||||||||
|
$26,692,015 |
$6,975,851 |
$(36,742,037 ) |
$2,355,603 |
$115,764 |
At March 31, 1996 |
|
|
|
|
|
Operating Limited Partnership |
Equity in Capital Contributed |
Acquisition Costs |
Accumulated Income (Losses) |
Net |
Contribution |
Partnerships which were audited |
|
|
|
|
|
AMF RRH, Ltd. |
$ 318,000 |
$ 84,977 |
$ (304,298) |
$ 98,679 |
$ -0- |
Baker Heights II Ltd. |
204,002 |
53,782 |
(245,925) |
11,859 |
-0- |
Bayshore North Apts-IV |
314,405 |
83,796 |
(309,509) |
88,692 |
-0- |
Blades Limited Partnership |
266,431 |
70,838 |
(337,269) |
-0- |
-0- |
Broadway Terrace, Ltd. |
226,823 |
60,864 |
(287,687) |
-0- |
21,450 |
Cedar Grove Apts. |
282,782 |
77,001 |
(359,783) |
-0- |
-0- |
Citrus Terrace, Ltd.* |
199,270 |
43,284 |
(242,554) |
-0- |
2,900 |
Diamond Court II LP |
234,129 |
63,419 |
(260,802) |
36,746 |
-0- |
Donaldsonville Seniors |
298,823 |
79,316 |
(313,987) |
64,152 |
-0- |
Elmwood Estates |
295,860 |
79,205 |
(375,065) |
-0- |
-0- |
First Street Apts. |
324,157 |
85,344 |
(268,128) |
141,373 |
-0- |
Forest Park Apts* |
215,330 |
55,915 |
(271,245) |
-0- |
-0- |
Franklin Vista II |
166,138 |
43,640 |
(209,778) |
-0- |
-0- |
Gatewood Apts. Ltd. |
295,383 |
78,064 |
(306,383) |
67,064 |
-0- |
Greenleaf Gardens |
217,714 |
57,187 |
(266,000) |
8,901 |
-0- |
Hickory Square Apts. |
94,754 |
24,889 |
(119,643) |
-0- |
-0- |
Hilltop Manor Apts. |
216,667 |
56,761 |
(273,428) |
-0- |
-0- |
Hitchcock Housing |
270,750 |
71,118 |
(297,647) |
44,221 |
-0- |
Joaquin Apts. |
295,621 |
78,653 |
(372,635) |
1,639 |
-0- |
Lakecrest Apts. |
315,954 |
85,773 |
(240,788) |
160,939 |
-0- |
Lakeview Estates |
247,760 |
65,845 |
(313,605) |
-0- |
-0- |
Lakewood Apts. II |
181,777 |
47,748 |
(229,525) |
-0- |
-0- |
Las Rosas II, Ltd. |
264,635 |
70,012 |
(313,332) |
21,315 |
-0- |
Laurel Wood-Capital |
205,867 |
65,524 |
(182,036) |
89,355 |
-0- |
Lead Bayou, Ltd. |
212,000 |
55,686 |
(235,384) |
32,302 |
-0- |
Lillie Mae's Retirement |
228,252 |
58,149 |
(286,401) |
-0- |
-0- |
Magnolia Plaza Apts. |
258,552 |
68,111 |
(326,663) |
-0- |
-0- |
Many Seniors Apts. |
259,900 |
62,094 |
(321,994) |
-0- |
-0- |
Maple Hill Apts. |
296,560 |
78,616 |
(260,755) |
114,421 |
-0- |
New Caney Oaks |
226,492 |
60,543 |
(257,534) |
29,501 |
-0- |
Oakdale-T F Management |
249,384 |
65,506 |
(314,890) |
-0- |
-0- |
Old Oak Estates |
184,856 |
48,556 |
(233,412) |
-0- |
-0- |
Onion Creek |
305,524 |
80,449 |
(355,484) |
30,489 |
-0- |
PDC Eighteen LP |
196,521 |
52,298 |
(248,819) |
-0- |
-0- |
Pecan Villa Apts. |
234,202 |
62,152 |
(270,609) |
25,745 |
-0- |
Pecanwoods Apts. III, Ltd. |
262,777 |
69,024 |
(331,801) |
-0- |
-0- |
Pocomoke Villas Ltd. |
176,638 |
46,923 |
(223,561) |
-0- |
-0- |
Ridge View Apts. |
359,216 |
95,341 |
(454,557) |
-0- |
-0- |
Rolling Meadow II L.P. |
240,370 |
64,218 |
(271,065) |
33,523 |
-0- |
Southeastern Assoc. |
314,798 |
82,688 |
(392,956) |
4,530 |
-0- |
Sun Rise Apts. North |
352,063 |
95,182 |
(416,284) |
30,961 |
-0- |
Taft Gardens |
151,792 |
39,871 |
(191,663) |
-0- |
-0- |
Taft Terrace |
202,669 |
53,235 |
(255,904) |
-0- |
-0- |
Valley Place Assoc. |
310,568 |
81,774 |
(392,342) |
-0- |
-0- |
West Meadow II Apts. |
184,484 |
49,185 |
(189,725) |
43,944 |
-0- |
Willow Haven-Cross |
323,905 |
85,080 |
(408,985) |
-0- |
-0- |
Wilson Lake |
400,896 |
105,304 |
(506,200) |
-0- |
-0- |
Wolcott Assoc. |
352,130 |
92,691 |
(342,042) |
102,779 |
-0- |
Woodcrest |
233,244 |
61,464 |
(294,708 ) |
-0- |
-0- |
|
12,470,825 |
3,297,095 |
(14,484,790 ) |
1,283,130 |
24,350 |
|
|
|
|
|
|
* Audited by Smith & Radigan, P.C. |
|
|
|
|
At March 31, 1996 |
|
|
|
|
|||||
Operating Limited Partnership |
Equity in Capital Contributed |
Acquisition Costs |
Accumulated Income (Losses) |
Net |
Contribution |
||||
Partnerships which were unaudited |
|
|
|
|
|
||||
Alachua Villas |
$ 261,040 |
$ 72,481 |
$ (333,521) |
$ -0- |
$ 40,691 |
||||
Aurora Limited |
74,274 |
24,540 |
(98,814) |
-0- |
-0- |
||||
Albany Commons, LTD |
175,706 |
46,737 |
(180,493) |
41,950 |
-0- |
||||
Anderson County Estates |
121,518 |
32,116 |
(94,887) |
58,747 |
-0- |
||||
Belfast Housing Assoc. |
277,403 |
74,124 |
(351,527) |
-0- |
-0- |
||||
Berea Summit, Ltd. |
44,396 |
11,855 |
(56,251) |
-0- |
-0- |
||||
Berkshire Apts. #2 |
136,665 |
35,898 |
(172,563) |
-0- |
18,975 |
||||
Blanchard Apts. |
167,124 |
43,899 |
(194,761) |
16,262 |
-0- |
||||
Brentwood Apts. |
160,800 |
42,237 |
(197,895) |
5,142 |
-0- |
||||
Briar Hill Apts. |
88,475 |
23,240 |
(111,715) |
-0- |
-0- |
||||
Bunkie Apts |
164,759 |
43,277 |
(208,036) |
-0- |
-0- |
||||
Canal Town Assoc. |
57,391 |
15,075 |
(15,674) |
56,792 |
-0- |
||||
Canyon Hills Villas |
77,214 |
20,719 |
(93,466) |
4,467 |
-0- |
||||
Cedar Crest Apts. |
94,722 |
25,078 |
36,012 |
155,812 |
-0- |
||||
Cherrywood (M & W) |
57,237 |
15,253 |
(72,490) |
-0- |
-0- |
||||
Cle Elum |
153,534 |
40,501 |
(194,035) |
-0- |
-0- |
||||
Cleveland Courts, Ltd. |
124,589 |
33,530 |
(118,194) |
39,925 |
-0- |
||||
Clifford Heights Apts. |
224,044 |
58,940 |
(282,984) |
-0- |
-0- |
||||
Cottondale Villa Apts. |
179,706 |
47,404 |
(227,110) |
-0- |
-0- |
||||
Cottonwood Seniors Apts. |
164,527 |
43,216 |
(207,743) |
-0- |
-0- |
||||
Coushatta Seniors Apts. |
171,159 |
44,958 |
(175,328) |
40,789 |
-0- |
||||
Cypress View Estates |
164,942 |
43,712 |
(175,441) |
33,213 |
-0- |
||||
Delta Terrace |
180,474 |
47,405 |
(227,879) |
-0- |
-0- |
||||
East Magnolia Village |
161,503 |
42,422 |
(203,925) |
-0- |
-0- |
||||
Edmonson Prop. |
116,493 |
31,246 |
(100,921) |
46,818 |
-0- |
||||
Elliott Manor, Ltd. |
184,831 |
48,550 |
(233,381) |
-0- |
-0- |
||||
Fieldcrest, Ltd. |
114,667 |
30,120 |
(144,787) |
-0- |
-0- |
||||
Flambeau Village |
778,330 |
204,642 |
(740,927) |
242,045 |
-0- |
||||
Folsom South Venture |
90,324 |
23,725 |
(85,282) |
28,767 |
-0- |
||||
Gaslight Square |
179,152 |
47,058 |
(226,210) |
-0- |
-0- |
||||
Gibsland Villas Ltd. |
206,022 |
54,116 |
(250,079) |
10,059 |
-0- |
||||
Gilman Senior Apts. |
35,221 |
-0- |
(22,787) |
12,434 |
9,220 |
||||
Glenora Apts. |
96,605 |
25,375 |
(121,980) |
-0- |
-0- |
||||
Greenwood Assoc. |
291,628 |
76,779 |
(368,407) |
-0- |
-0- |
||||
Hagewood Apts. |
132,717 |
35,356 |
(168,073) |
-0- |
-0- |
||||
Hidden Hills Apts. |
120,404 |
31,766 |
(124,698) |
27,472 |
-0- |
||||
Hillwood Ltd. |
86,050 |
22,603 |
(108,653) |
-0- |
-0- |
||||
Housing Partners IX |
38,703 |
-0- |
(22,828) |
15,875 |
-0- |
||||
Housing Partners IX |
13,872 |
-0- |
(7,607) |
6,265 |
-0- |
||||
Housing Partners VI |
24,922 |
-0- |
(14,459) |
10,463 |
-0- |
||||
Housing Partners VIII |
13,873 |
-0- |
(4,182) |
9,691 |
-0- |
||||
Housing Partners XI |
39,093 |
-0- |
(24,458) |
14,635 |
-0- |
||||
Housing Partners XII |
57,942 |
-0- |
(34,176) |
23,766 |
-0- |
||||
Housing Partners XIII |
29,603 |
-0- |
(13,029) |
16,574 |
-0- |
||||
Housing Partners XV |
57,942 |
-0- |
(29,271) |
28,671 |
-0- |
||||
Houston Assoc. |
236,413 |
61,675 |
(182,805) |
115,283 |
-0- |
||||
Hurricane |
192,880 |
53,058 |
(221,249) |
24,689 |
-0- |
||||
Indianwood Apts. II |
113,856 |
29,907 |
(143,763) |
-0- |
-0- |
||||
Jonesville Apts. for Sr. |
135,654 |
35,936 |
(117,202) |
54,388 |
-0- |
||||
Kent Summit, Ltd. |
58,711 |
15,552 |
(74,263) |
-0- |
-0- |
||||
Kingswood II, Ltd. |
151,543 |
39,980 |
(147,397) |
44,126 |
-0- |
||||
LaGrange Apts.-II |
43,372 |
12,020 |
(35,609) |
19,783 |
-0- |
||||
Lake City Village |
313,639 |
74,743 |
(388,382) |
-0- |
-0- |
||||
Larue Properties, Ltd. |
182,346 |
48,632 |
(102,793) |
128,185 |
-0- |
||||
Lewis Apts. Co. |
163,956 |
43,544 |
(195,862) |
11,638 |
-0- |
||||
Lewistown Apts. |
67,666 |
17,774 |
(71,446) |
13,994 |
-0- |
||||
Liberty Terrace Apts. |
224,438 |
59,150 |
(247,730) |
35,858 |
-0- |
||||
Longview Terrace Ltd. |
159,185 |
41,813 |
(200,998) |
-0- |
9,795 |
||||
Manor Apts-Caddo Mills |
128,510 |
33,756 |
(162,266) |
-0- |
18,885 |
||||
Marion Housing |
131,346 |
34,575 |
(165,921) |
-0- |
-0- |
||||
Meadowland Apts. |
129,131 |
33,919 |
(163,050) |
-0- |
-0- |
||||
Mills-Shapley Partnership |
120,525 |
21,580 |
(118,554) |
23,551 |
9,765 |
||||
Mitchell II Ltd. |
180,723 |
47,668 |
(228,391) |
-0- |
-0- |
||||
Mosswood Apt. |
166,822 |
43,819 |
(210,641) |
-0- |
-0- |
||||
Mountain View Apts. II |
184,828 |
48,986 |
(177,247) |
56,567 |
-0- |
||||
Munfordville |
82,613 |
21,341 |
(103,954) |
-0- |
-0- |
||||
North Deer Creek, Ltd. |
174,358 |
45,799 |
(220,157) |
-0- |
-0- |
||||
Oak Leaf Partnership |
62,090 |
16,309 |
(21,798) |
56,601 |
-0- |
||||
Oak Valley Place II |
119,209 |
32,068 |
(151,277) |
-0- |
-0- |
||||
Oakwood Apartments Ltd. |
139,472 |
36,832 |
(121,915) |
54,389 |
-0- |
||||
Orchard Commons, Ltd. |
121,620 |
32,164 |
(122,021) |
31,763 |
-0- |
||||
Park Place East Assoc. |
241,188 |
63,353 |
(218,771) |
85,770 |
-0- |
||||
Park Place North |
146,826 |
38,570 |
(171,363) |
14,033 |
-0- |
||||
Parkwood Assoc. |
164,299 |
43,262 |
(176,471) |
31,090 |
-0- |
||||
PDC Twenty Two LP |
171,475 |
45,041 |
(216,516) |
-0- |
-0- |
||||
Perry Apts. |
44,222 |
11,616 |
(55,838) |
-0- |
-0- |
||||
Pontontoc Ridge Apts. |
164,502 |
43,210 |
(207,712) |
-0- |
5,232 |
||||
Regency Apts. of Reno |
138,379 |
36,348 |
(155,980) |
18,747 |
-0- |
||||
Regency Plaza |
156,677 |
41,514 |
(169,016) |
29,175 |
-0- |
||||
Reservoir Hill L.P. |
577,141 |
151,795 |
(400,555) |
328,381 |
-0- |
||||
Reynolds & Assoc. |
93,015 |
24,629 |
(81,740) |
35,904 |
-0- |
||||
Ridgecrest Apts. |
312,000 |
81,953 |
(393,953) |
-0- |
-0- |
||||
River View Apts. |
21,494 |
5,646 |
(21,627) |
5,513 |
-0- |
||||
Riverbend Apts. |
119,075 |
31,278 |
(150,353) |
-0- |
-0- |
||||
Russell September Housing |
78,665 |
20,618 |
(99,283) |
-0- |
-0- |
||||
Sacramento, Ltd. |
182,695 |
51,004 |
(187,541) |
46,158 |
-0- |
||||
Sleepy Oaks-Seshano |
81,488 |
21,602 |
(62,883) |
40,207 |
-0- |
||||
Somerset West, Hills II |
123,632 |
32,901 |
(126,050) |
30,483 |
-0- |
||||
Southern Apts. |
142,357 |
37,393 |
(179,351) |
399 |
-0- |
||||
Spring Meadow Apts. |
183,090 |
48,092 |
(228,716) |
2,466 |
-0- |
||||
Streamside Assoc. |
238,335 |
62,604 |
(193,493) |
107,446 |
-0- |
||||
St. Rose Assoc. |
182,093 |
47,831 |
(178,598) |
51,326 |
-0- |
||||
Sullivan Garden Apts. |
80,933 |
21,259 |
(102,192) |
-0- |
-0- |
||||
Summer Place-Deshano |
80,757 |
21,410 |
(72,590) |
29,577 |
-0- |
||||
Sunrise Apts. |
81,782 |
21,679 |
(103,461) |
-0- |
-0- |
||||
Timberline |
145,483 |
39,780 |
(185,263) |
-0- |
-0- |
||||
Urban Coalition West |
140,577 |
36,925 |
(177,502) |
-0- |
-0- |
||||
Valley Limited |
126,887 |
33,777 |
(1,825) |
158,839 |
-0- |
||||
Wayland Apts. |
45,769 |
12,022 |
(54,538) |
3,253 |
-0- |
||||
Wexford Assoc. L.P. |
171,186 |
46,016 |
(177,593 ) |
39,609 |
-0- |
||||
|
14,412,524 |
3,715,681 |
(15,452,380 ) |
2,675,825 |
112,563 |
||||
|
$26,883,349 |
$7,012,776 |
$(29,937,170 ) |
$3,958,955 |
$136,913 |
All remaining contributions payable as of March 31, 1997 represent payments which have been deferred for an indeterminate time until certain conditions are met by the Operating Partnerships involved.
Note D - Subscriptions Receivable
When the investors were admitted as limited partners in one of the Debtor Investor Partnerships, each investor made a cash down payment for his or her limited partnership interest and executed a recourse promissory note for the balance. Contributions receivable represent the remaining balance of the recourse promissory notes executed by investors for their capital contributions which are payable to the Master Limited Partnership. While the majority of the notes were non-interest bearing, the notes for certain Debtor Investor Partnerships included interest at rates ranging from four and one-half percent to nine percent.
Contributions receivable at March 31, 1997 consists of the following:
Past due installments from defaulting investors |
$1,333,976 |
Amount representing unearned interest |
(18,924) |
|
$ 1,315,052 |
The Master Limited Partnership has recourse against the defaulting investors and is pursuing collection of these amounts. While the uncollectible amount cannot be estimated as of March 31, 1997, it is probable that most of the past due amounts will not be collected. Subscriptions receivable are decreased with a corresponding decrease to the limited partners' capital accounts as such amounts are determined to be uncollectible.
During the year ended March 31, 1997, subscriptions receivable totaling $25,603 were determined to be uncollectible and written off against the limited partners' capital accounts.
Note E - Independent Manager
The Plan provides for the employment of an independent manager for the Master Limited Partnership through December 31, 1998. Effective July 10, 1990, Megan Management Company, Inc. ("Megan") was engaged to be the independent manager. As such, Megan became the Master Limited Partnership's exclusive agent for all operations under the Plan, including those in connection with or relating to (a) collection, investment and disbursement of all funds of the Master Limited Partnership as provided in the Plan and the Escrow Agreement through the Escrow Account maintained at Chemical Bank (formerly Manufacturers Hanover Trust), (b) maintenance of the books and records of the Partnership, (c) preparation of the Master Limited Partnership's tax returns and review of all tax returns relating to the Master Limited Partnership's interests in the Operating Partnerships and (d) furnishing assistance to the Investors with respect to tax information relating to the Investors' interests in the Master Limited Partnership. As of December 31, 1992, all rights, powers and obligations of the Independent Manager were assigned to Megan Asset Management, Inc. (Note A).
As compensation for its services, the Independent Manager received $149,500 for the year ended March 31, 1997, $147,000 for the year ended March 31, 1996 and $276,875 for the year ended March 31, 1995, including amounts required to cover the costs of tax return preparation and audited financial statements. The management agreement calls for aggregate payments to the Independent Manager, including amounts required to cover the costs of tax return preparation and audited financial statements of the Master Limited Partnership, of $149,500 in the calendar year 1995 and each year thereafter.
Megan Asset is compensated for work relating to defaulting investors. The Independent Manager's compensation for the year ended March 31, 1997 and 1996 includes $4,545 and $28,530, respectively, for work relating to defaulting investors and for the year ended March 31, 1995 included $56,250 for investor billing services and $7,864 for work relating to defaulting investors.
Note F- Contingencies
Article 15 of the Plan ("Payments from Capital Events") provides for certain further disbursements to the pre-petition creditors of funds resulting from the sale of interests in Operating Partnerships subsequent to December 31, 1994. Such payments, in order of priority, include the following:
a) Prorata payments to the Operating Partnerships of the full amount due from the Debtor Investor Partnerships and assumed by the Master Limited Partnership, with interest at eight percent.
b) In settlement of a claim filed by the Independent Manager against First American on behalf of the Partnership October 12, 1990, alleging possible fraudulent or preferential transfers, or other acts or omissions committed by First American as General Partner of the 52 Debtor Investor Partnerships, the Partnership received an assignment of fifty percent of all sums to be paid to First American's wholly-owned subsidiary, Continental Construction Management Corporation ("Continental"), from Capital Events in accordance with Article 15(1)(6) of the Plan. In conjunction with the replacement of First American by the Independent Manager (Note A), the Partnership purchased from Continental its remaining rights to receive payments with respect to Capital Events under the Plan, in consideration of $234,968, paid in the form of the assumption of liabilities of First American in the amount of $97,050 and a cash payment of $50,000 as of the closing date and the remainder in cash installments paid through April 1, 1992.
c) Prorata payments to investors until each has received an amount equal to twenty percent of its net capital investment plus interest at ten percent calculated from December 31, 1994.
d) A return of capital to the investors until each has received one hundred percent of its capital invested, over and above the payments in c) above.
e) Payment of the remaining portion of the allowed claim of First American, with interest at ten percent compounded from December 31, 1995.
f) Payment of the allowed claims of investors subordinated pursuant to the bankruptcy code.
g) Any remaining amounts in the percentage of ninety percent to the investors and ten percent to the general partner of the Master Limited Partnership.
The accompanying financial statements do not include adjustments for any amounts that might become payable pursuant to the resolution of the above contingencies.
[LETTERHEAD OF]
Andrews & Miller., P.A.
We have audited the accompanying balance sheets of AFM RRH, Limited Hilltop Manor Apartments (FmHA Project Number 09-042-0260409707) 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 audit.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 AFM RRH, Limited Hilltop Manor Apartments as of December 31, 1996, and 1995 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ Andrews & Miller, P.A.
January 31, 1997
Leesburg, Florida
[LETTERHEAD OF]
SMITH & RADIGAN
We have audited the accompanying balance sheet of Alachua Villas, Ltd., (a limited partnership), FMHA Project No. 09-001-592892707, as of December 31, 1996, and the related statements of operations, partners' capital (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.
Except as discussed in the following paragraph, 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.
As discussed in Note E to the financial statements, the Partnership has recorded accounts receivable from its former general partner totaling $47,291. This amount is currently being disputed and the amount that will ultimately be received by the Partnership cannot currently be determined.
In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary had we been able to verify the amount that will ultimately be collected from the former general partner, the financial statements referred to above present fairly, in all material respects, the financial position of Alachua Villas, Ltd. 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.
In accordance with Government Auditing Standards, we have also issued a report dated March 14, 1997 on our consideration of the Partnership's internal control structure and a report dated March 14, 1997 on its compliance with applicable laws, regulations, contracts and grants.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules and supporting data on pages 13-18 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in our 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/ Smith & Radigan
Atlanta, Georgia
March 14, 1997
[LETTERHEAD OF]
ALBRIGHT CRUMBACKER HARRELL & MOUL, LLP
We have audited the accompanying balance sheets of Baker Heights II Limited Partnership, d/b/a Baker Heights Apartments II (the Partnership), RD Project No.: 57-002-550657348 as of December 31, 1996 and 1995, and the related statements of income, changes in partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Baker Heights II Limited Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Partnership as of December 31, 1996 and 1995, and the results of operations and cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated April 20, 1997 on our consideration of the Partnership's internal control structure and a report dated April 20, 1997 on its compliance with laws and regulations.
/s/ Albright Crumbacker Harrell & Moul, LLP
April 20, 1997
[LETTERHEAD OF]
Testone Marshall & Discenza LLP
We have audited the accompanying balance sheets of Bayshore North Apartments - Phase IV (A Limited Partnership) as of December 31, 1996 and 1995, and the related statements of operations and partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and "Government Auditing Standards" issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bayshore North Apartments - Phase IV as of December 31, 1996 and 1995, and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with "Government Auditing Standards", we have also issued a report dated February 3, 1997 on our consideration of the internal control structure of Bayshore North Apartments - Phase IV and a report dated February 3, 1997 on its compliance with applicable laws and regulations and Farmers Home Administration requirements.
/s/ Testone, Marshall & Discenza, LLP
February 3, 1997
Syracuse, New York
[LETTERHEAD OF]
Grubman & Associates of Maryland, P.C
We have audited the accompanying balance sheet of Blades Limited Partnership T/A Hunters Court, FMHA Project No.: 07-004521529005 as of December 31, 1996 and 1995, and the related statements of income, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards and generally accepted government auditing standards for financial and compliance audits issued by the Comptroller General of the United States. 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 disclosure in the financial statements. An audit also includes 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 Blades Limited Partnership T/A Hunters Court, Project No.: 07-004-521529005 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/ Grubman & Associates of Maryland, P.C.
Gaithersburg, Maryland
January 23, 1997
[LETTERHEAD OF]
Piltz, Williams, LaRosa & Co.
We have audited the accompanying balance sheets of Broadway Terrace of Drew, L.P. (A Mississippi Limited Partnership), as of December 31, 1996 and 1995, and the related statements of income (loss), changes in partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Broadway Terrace Of Drew, L.P. (A Mississippi Limited Partnership), at December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated March 20, 1997, on our consideration of the project's internal control structure and a report dated March 20, 1997, on its compliance with laws and regulations.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supporting information, including the Schedule of Federal Financial Assistance and the Schedule of Federal Financial Assistance Loans, included in this report (shown on Pages 9-12) is presented for the purposes of additional analysis and is not a required part of the financial statements of the Project. 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/ Piltz, Williams LaRosa & Co.
Biloxi, Mississippi
March 20, 1997
[LETTERHEAD OF]
UNDERWOOD, FISTER, ROUTH & FREEMAN PSC
We have audited the accompanying balance sheets of Cedar Grove Apartments, Ltd., II, a segment of Cedar Grove apartments, Ltd., II (a Kentucky 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 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 Cedar Grove Apartments, Ltd., II as of December 31, 1996, and the results of its operations and cash flows for the year ended December 31, 1996 in conformity with generally accepted accounting principles.
/s/ Underwood, Fister, Routh, & Freeman, PSC
Certified Public Accountants
January 27, 1997
[LETTERHEAD OF]
Smith & Radigan
We have audited the accompanying balance sheet of Citrus Terrace, Ltd., (a limited partnership), FMHA Project No. 09-028-262405142, as of December 31, 1996, and the related statements of operations, partners' capital (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Citrus Terrace, Ltd. 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.
In accordance with Government Auditing Standards, we have also issued a report dated March 14, 1997 on our consideration of the Partnership's internal control structure and a report dated March 14, 1997 on its compliance with applicable laws, regulations, contracts and grants.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules and supporting data on pages 11-16 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in our 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/ Smith & Radigan
Atlanta, Georgia
March 14, 1997
[LETTERHEAD OF]
Grubman & Associates of Maryland, P.C.
We have audited the accompanying balance sheet of Diamond Court II Limited Partnership, FMHA Project No.: 07-001-521528112 as of December 31, 1996 and 1995, and the related statements of income, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards and generally accepted government auditing standards for financial and compliance audits issued by the Comptroller General of the United States. 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 disclosure in the financial statements. An audit also includes 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 Diamond Court II Limited Partnership, Project No.: 07-001521528112 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/ Grubman & Associates of Maryland, P.C.
Gaithersburg, Maryland
January 22, 1997
[LETTERHEAD OF]
COLE, EVANS & PETERSON
February 8, 1997
We have audited the accompanying balance sheets of Donaldsonville Seniors Apartments at December 31, 1996 and December 31, 1995, and the related statements of income, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and with Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Donaldsonville Seniors Apartments at December 31, 1996 and December 31, 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 8, 1997 on our consideration of Donaldsonville Seniors Apartments' internal control structure and a report dated February 8, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
[LETTERHEAD OF]
JAMES N. RACHEL
I have audited the accompanying balance sheets of Elmwood Estates, A Limited Partnership, as of December 31, 1996 and 1995, and the related statements of income, partnership equity, and cash flows for the years then ended. These financial statements are the responsibility of Elmwood Estates, A Limited Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards and Governmental Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Elmwood Estates, 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/ James N. Rachel
Shreveport, Louisiana
March 24, 1997
[LETTERHEAD OF]
CASEY J. RUSSELL CPA INC.
I have audited the accompanying balance sheet of Reynolds and Associates, DBA First Street Apartments II FMHA Case Number 42007-405924621 as of December 31, 1996 and the related statement of operations and partner's deficit and cash flows for the year then ended. These financial statements are the responsibility of Reynolds and Associates, DBA First Street Apartment's II management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards and Governmental Standards issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amount and disclosures in the financial statements. 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 Reynolds and Associates, DBA First Street Apartments II FMHA case number 42-007-405924621, at December 31, 1996 and the results of its operations and its cash flows for the year then ended in accordance with generally accepted accounting principles.
In accordance with Government Auditing Standards, I have issued a report dated March 28, 1997 on my consideration of First Street Apartment II's internal control structure and a report dated March 28, 1997 on its compliance with laws and regulations.
/s/ Casey J. Russell, CPA Inc.
March 28, 1997
[LETTERHEAD OF]
Smith & Radigan
We have audited the accompanying balance sheet of Forest Park Apartments, Ltd., (a limited partnership), FmHA Project No. 09-063-502721007, as of December 31, 1996, and the related statements of operations, partners' capital (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Forest Park Apartments, Ltd. 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.
In accordance with Government Auditing Standards, we have also issued a report dated March 14, 1997 on our consideration of the Partnership's internal control structure and a report dated March 14, 1997 on its compliance with applicable laws, regulations, contracts and grants.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules and supporting data on pages 11-16 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in our 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/ Smith & Radigan
Atlanta, Georgia
March 14, 1997
[LETTERHEAD OF]
McGee & Associates, P.C.
We have audited the accompanying balance sheets of Franklin Vista II, Ltd. (a 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 and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Franklin Vista II, Ltd. as of December 31, 1996 and 1995, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated January 30, 1997, on our consideration of Franklin Vista II, Ltd.'s internal control structure and a report dated January 30, 1997, on its compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for the purpose of additional analysis and is not a required part of the financial statements of Franklin Vista II, Ltd. 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/ McGee & Associates, P.C.
January 30, 1997
Farmington, New Mexico
[LETTERHEAD OF]
SMITH, MILES & COMPANY, L.C.
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheets of Gatewood Apartments, Ltd., FmHA Project No: 09-003-0592782216, 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 and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gatewood Apartments, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Smith Miles & Company, L.C.
Panama City, Florida
February 13, 1997
[LETTERHEAD OF]
DUGGAN, JOINER, BIRKENMEYER, STAFFORD & FURMAN, P.A.
We have audited the accompanying basic financial statements of Greenleaf Gardens Apartments, the rental activity of Greenleaf Gardens, Ltd., as of and for the years ended December 31, 1996 and 1995, as listed in the table of contents. These basic financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the basic financial statements referred to above present fairly, in all material respects, the financial position of Greenleaf Gardens Apartments as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an pinion on the basic financial statements taken as a whole The additional information presented on pages 8 to 14 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. The information on pages 8 to 13 has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. The information on page 14, which is of a nonaccounting nature, has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and we express no opinion on it.
In accordance with Government Auditing Standards, we have also issued a report dated January 22, 1997 on our consideration of Greenleaf Gardens Apartments' internal control structure and a report dated January 22, 1997 on its compliance with laws and regulations,
/s/ Duggan, Joiner, Birkenmeyer, Stafford & Furman, P.A.
Certified Public Accountants
[LETTERHEAD OF]
LITTLE & COMPANY
I have audited the accompanying balance sheet of Greenwood Associates Limited Partnership, (the Partnership) as of December 31, 1996, and the related statement of income, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audit in accordance with generally accepted auditing standards and the Standards for Financial and Compliance Audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that 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 Greenwood Associates Limited Partnership, as of December 31, 1996, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
As discussed in Note 10 to the financial statements, the overstatement of Accumulated Depreciation and the understatement of Partners' Equity as of December 31, 1995, were discovered by management of the Partnership during the current year. Accordingly, an adjustment has been made to Partners' Equity during 1996 to correct the error.
In accordance with Government Auditing Standards, I have also issued a report dated March 12, 1997, on my consideration of the internal control structure and a report dated March 12, 1997, on its compliance with laws and regulations.
My audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying schedules listed in the table of contents are presented for the purpose of additional analysis and are not a required part of the financial statements of Greenwood Associates Limited Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in my opinion, is fairly presented in all material respects in relation to the financial statements taken as a whole.
/s/ Little & Company
Monroe, Louisiana
March 12, 1997
[LETTERHEAD OF]
Van Moore & Company, P.A.
We have audited the accompanying balance sheets of Hickory Square Limited Partnership, RHS Project No.: 03-001-710650913, as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Audit issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hickory Square Limited Partnership, RHS Project No.: 03-001-710650913, as of December 31, 1996 and 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.
In accordance with Government Auditing Standards, we have also issued reports dated January 23, 1997 on our consideration of Hickory Square Limited Partnership's internal control structure and on its compliance with laws and regulations applicable to the financial statements.
/s/ Van Moore & Company, P.A.
Little Rock, Arkansas
January 23, 1997
[LETTERHEAD OF]
Andrews & Miller, P.A.
We have audited the accompanying balance sheets of Hilltop Manor RRH, Ltd. II Hilltop Manor Apartments (FmHA Project Number 09-042-0592907501) as of December 31, 1996 and 1995 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 audit.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 Hilltop Manor RRH, Ltd. II Hilltop Manor Apartments as of December 31, 1996 and 1995 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ Andrews & Miller, P.A.
January 31, 1997
Leesburg, Florida
[LETTERHEAD OF]
H. D. MORRIS CO., INC., PC.
We have audited the accompanying balance sheet of Hitchcock Housing, Ltd., FMHA Case No.: 49-084-760136950, as of December 31, 1996 and 1995, and the related statements of loss, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States and the U. S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Hitchcock Housing, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information presented in the Year End Report/Analysis (Form FMHA 1930-8) Parts I through III and schedules of administrative, maintenance, utilities, and taxes and insurance expenses for the years ended December 31, 1996 and 1995, is presented for purposes of complying with the requirements of the Farmers Home Administration and is not a required part of the basic financial statements.
In accordance with Government Auditing Standards, we have also issued our reports dated February 28, 1997, on our consideration of Hitchcock Housing, Ltd.'s internal control and on its compliance with laws and regulations. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ H. D. Morris Co., Inc., P.C.
Houston, Texas
February 28, 1997
[LETTERHEAD OF]
COLE, EVANS & PETERSON
February 7, 1997
We have audited the accompanying balance sheets of Joaquin Apartments, Ltd. at December 31, 1996 and December 31, 1995, and the related statements of income, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and with Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Joaquin Apartments, Ltd. at December 31, 1996 and December 31, 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 7, 1997 on our consideration of Joaquin Apartments' internal control structure and a report dated February 7, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
[LETTERHEAD OF]
DANIEL G. DRANE
I have audited the accompanying balance sheets of Lakecrest, Ltd. (a Kentucky limited partnership), RECD Project No.: 20-047-611059430, as of December 31, 1996 and 1995, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits, as of and for the years ended December 31, 1996 and 1995, in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakecrest, Ltd., as of December 31, 1996 and 1995, and the results of its operations, the changes in its partners' capital and its cash flows for the years then ended in conformity with generally accepted accounting principles.
My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 11 and 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 audits of the basic financial statements and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Daniel G. Drane
Certified Public Accountant
March 27, 1997
[LETTERHEAD OF]
GILLON AND COMPANY, LTD.
We have audited the accompanying balance sheets of Lakeview Estates (A Limited Partnership), as of December 31, 1996 and 1995, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits,
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakeview Estates as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 22, 1997, on our consideration of Lakeview Estate's internal control structure and a report dated February 22, 1997, on its compliance with laws and regulations .
/s/ Gillon & Company, Ltd.
Natchez, Mississippi
February 22, 1997
[LETTERHEAD OF]
SMITH, MILES & COMPANY, L.C
We have audited the accompanying balance sheets of Lakewood Apartments, Ltd., FMHA Project NO.- 09-012-1335594, as of December 31, 1996 and 1995, and the related statements of operations, partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lakewood Apartments, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information is presented for purposes of supplementary analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Smith Miles & Company, L.C.
Panama City, Florida
February 27, 1997
[LETTERHEAD OF]
McGee & Associates, P.C.
We have audited the accompanying balance sheets of Las Rosas II, Ltd. (a 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 and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Las Rosas II, Ltd. 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.
In accordance with Government Auditing Standards, we have also issued a report dated January 31, 1997, on our consideration of Las Rosas II, Ltd.'s internal control structure and a report dated January 31, 1997, on its compliance with laws and regulations.
Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for purposes of additional analysis and is not a required part of the financial statements of Las Rosas II, Ltd. Such information has been subjected to the auditing procedures applied in the audits 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/ McGee & Associates, P.C.
January 31, 1997
Farmington, New Mexico
[LETTERHEAD OF]
MILLER, MAYER, SULLIVAN & STEVENS LLP
We have audited the accompanying balance sheets of Laurel Wood Apartments, Ltd., (a limited partnership) Case No. 48-079-611057371, as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laurel Wood Apartments, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued reports dated March 5, 1997 on our consideration of Laurel Wood Apartments, Ltd.'s internal control structure and compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental data included in this report is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, is presented fairly, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ Miller Mayer Sullivan and Stevens, LLP
Lexington, Kentucky
March 5, 1997
[LETTERHEAD OF]
GILLON AND COMPANY, LTD.
We have audited the accompanying balance sheets of Lead Bayou Apartments (A 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 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 presentations. 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 Lead Bayou Apartments as of December 31, 1996 and 1995 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 28, 1997, on our consideration of Lead Bayou's internal control structure and a report dated February 28, 1997, on its compliance with laws and regulations.
/s/ Gillon and Company, Ltd.
Natchez, Mississippi
February 28, 1997
[LETTERHEAD OF]
BEALL & COMPANY, PLC
We have audited the accompanying balance sheets of Lillie Mae's Retirement Village Apartments, Ltd. (A Limited Partnership), FmHA Project No.: 42-026-0731282026, as of December 31, 1996 and 1995, and the related statements of operations, partners' capital (deficit), and cash flows for the years then ended. Those financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lillie Mae's Retirement Village Apartments, Ltd. as of December 31, 1996 and 1995, and the results of its operations, changes in partners' capital (deficit) and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated January 9, 1997, on our consideration of Lillie Mae's Retirement Village Apartments, Ltd.'s internal control structure and a report dated January 9, 1997, on its compliance with laws and regulations.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on pages 15 through 21 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The information presented on pages 15 and 16 excludes fees allocated to property and equipment related to partnership syndication amounts, and as such does not present financial position in conformity with generally accepted accounting principles. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, except for the effects of excluding the items described above, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Beall & Company, PLC
Certified Public Accountants
Fort Smith, Arkansas
January 9, 1997
[LETTERHEAD OF]
H. D. MORRIS CO., INC., P.C.
We have audited the accompanying balance sheet of Magnolia Plaza Apartments, Ltd., FmHA Case No.: 50-70-0760129844 as of December 31, 1996 and 1995, and the related statements of loss, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States and the U. S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of Magnolia Plaza Apartments, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information presented in the Year End Report/Analysis (Form FmHA 1930-8) Parts I through III and schedules of administrative, maintenance, utilities, and taxes and insurance expenses for the years ended December 31, 1996 and 1995, are presented for purposes of complying with the requirements of the Farmers Home Administration and is not a required part of the basic financial statements.
In accordance with Governmental Auditing Standards, we have issued reports dated February 12, 1997, on our consideration of Magnolia Plaza Apartments, Ltd.'s internal control and on its compliance with laws and regulations.
Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ H. D. Morris Co., Inc., P.C.
Houston, TX
February 12, 1997
[LETTERHEAD OF]
COLE, EVANS & PETERSON
February 6, 1997
We have audited the accompanying balance sheets of Many Seniors Apartments at December 31, 1996 and December 31, 1995, and the related statements of income, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and with Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Many Seniors Apartments at December 31, 1996 and December 31, 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 6, 1997 on our consideration of Many Seniors Apartment's internal control structure and a report dated February 6, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
[LETTERHEAD OF]
MILLER, MAYER, SULLIVAN &, STEVENS LLP
We have audited the accompanying balance sheets of Maple Hill Estates, Ltd., (a limited partnership) Case No. 20-040-611063882, as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and the standards for financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Maple Hill Estates, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
As discussed in Note 8 to the financial statements, the complex is experiencing significant operating deficits.
In accordance with Government Auditing Standards, we have also issued reports dated February 4, 1997 on our consideration of Maple Hill Estates, Ltd.'s internal control structure and compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental data included in this report is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, is presented fairly, in all material respects, in relation to the basic financial statements taken as a whole.
/s/ Miller Mayer Sullivan & Stevens, LLP
Lexington, Kentucky
February 4, 1997
[LETTERHEAD OF]
Marshall & Shafer, P.C.
To the Partners
New Caney Oaks Apartments
(A Segment of New Caney Oaks, Ltd.)
We have audited the accompanying balance sheet of New Caney Oaks Apartments (A Segment of New Caney Oaks, Ltd.) as of December 31, 1996 and 1995, and the related statements of operations, partners' equity (deficit), and cash flow for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. 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.
As described in Note A to the financial statements, the financial statements referred to above includes the assets, liabilities, revenue and expenses which are shown in the accounting records of the apartment complex.
In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of New Caney Oaks Apartments (A Segment of New Caney Oaks, Ltd.) as of December 31, 1996 and 1995, and the results of its operation and its cash flows for the years then ended, in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued our reports dated March 17, 1997, on our consideration of New Caney Oaks Apartments' (A Segment of New Caney Oaks, Ltd.) internal control and on its compliance with laws and regulations.
/s/ Marshall & Shafer, P.C.
Houston, Texas
[LETTERHEAD OF]
COLE, EVANS & PETERSON
February 5, 1997
We have audited the accompanying balance sheets of Oakdale Seniors Apartments at December 31, 1996 and December 31, 1995, and the related statements of income, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and with Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oakdale Seniors Apartments at December 31, 1996 and December 31, 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 5, 1997 on our consideration of Oakdale Seniors Apartment's internal control structure and a report dated February 5, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
[LETTERHEAD OF]
JAMES N. RACHEL
I have audited the accompanying balance sheets of Old Oak Estates, A Limited Partnership, as of December 31, 1996 and 1995, and the related statements of income, partnership equity, and cash flows for the years then ended. These financial statements are the responsibility of Old Oak Estates, A Limited Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards and Governmental Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Old Oak Estates, 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/ James N. Rachel
Shreveport, Louisiana
March 24, 1997
[LETTERHEAD OF]
BRENDA P. McELWEE P.C.
We have audited the accompanying financial statements of Onion Creek, Ltd. as of December 31, 1996 and 1995, and for the years then ended, as listed in the table of contents. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Onion Creek, Ltd, as of December 31, 1996 and 1995, and the results of its operation for the years then ended and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued our reports dated March 5, 1997 on our consideration of Onion Creek, Ltd.'s internal control and on its compliance with laws and regulations.
/s/ Brenda P. McElwee, P.C.
March 5, 1997
[LETTERHEAD OF]
JAMES N. RACHEL
I have audited the accompanying balance sheets of Pecan Villa Apartments, A Limited Partnership, as of December 31, 1996 and 1995, and the related statements of income, partnership equity, and cash flows for the years then ended. These financial statements are the responsibility of Pecan Villa Apartments, A Limited Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards and Governmental Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pecan Villa 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/ James N. Rachel
Shreveport, Louisiana
March 24, 1997
[LETTERHEAD OF]
COLE, EVANS & PETERSON
February 7, 1997
We have audited the accompanying balance sheets of Pecanwood Apartments III, Ltd. at December 31, 1996 and December 31, 1995, and the related statements of income, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and with Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Pecanwood Apartments III, Ltd. at December 31, 1996 and December 31, 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 7, 1997 on our consideration of Pecanwood III Apartment's internal control structure and a report dated February 7, 1997 on its compliance with laws and regulations.
/s/ Cole, Evans & Peterson
[LETTERHEAD OF]
Grubman & Associates of Maryland, P.C.
We have audited the accompanying balance sheet of Pocomoke Villas Limited Partnership, FmHA Project No.: 24-024-521572645 as of December 31, 1996 and 1995, and the related statements of income, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards and generally accepted government auditing standards for financial and compliance audits issued by the Comptroller General of the United States. 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 disclosure in the financial statements. An audit also includes 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 Pocomoke Villas Limited Partnership, Project No.: 24-024521572645 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/ Grubman & Associates of Maryland, P.C.
Gaithersburg, Maryland
January 23, 1997
[LETTERHEAD OF]
LITTLE, SHANEYFELT & CO.
We have audited the accompanying balance sheets of P.D.C. Eighteen Limited Partnership, RHCD Project No. 03-34-710652405 (the Partnership), as of December 31, 1996 and 1995, and the related statements of profit (loss), changes in partners, equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the comptroller General of the United States. Those standards require that we plan and perform the 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 P.D.C. Eighteen Limited Partnership as of December 31, 1996 and 1995, and its results of operations, changes in partners, equity (deficit), and cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated March 19, 1997, on our consideration of the Partnership's internal control structure and a report dated March 19, 1997 on its compliance with laws, regulations, contracts and grants.
Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplementary information shown on pages 9 to 10 is presented for the purposes of additional analysis and are not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the 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/ Little, Shaneyfelt & Co.
March 19, 1997
[LETTERHEAD OF]
SMITH, MILES & COMPANY, L.C.
We have audited the accompanying balance sheets of Ridgeview Apartments, Ltd., FmHA Project No: 09-009-592695879, as of December 31, 1996 and 1995, and the related statements of operations, partners, deficit and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ridgeview Apartments, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Smith Miles & Company, L.C.
Panama City, Florida
February 13, 1997
[LETTERHEAD OF]
Grubman & Associates of Maryland, P.C.
We have audited the accompanying balance sheet of Rolling Meadow II Limited Partnership, FmHA Project No.: 24-006-521537063 as of December 31, 1996 and 1995, and the related statements of income, 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 audit.
We conducted our audit in accordance with generally accepted auditing standards and generally accepted government auditing standards for financial and compliance audits issued by the Comptroller General of the United States. 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 disclosure in the financial statements. An audit also includes 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 Rolling Meadow II Limited Partnership, Project No.: 24-006521537063 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/ Grubman & Associates of Maryland, P.C.
Gaithersburg, Maryland
January 28, 1997
[LETTERHEAD OF]
Pailet, Meunier and LeBlanc, L.L.P.
We have audited the accompanying balance sheets of Clifford E. Olsen-Southeastern Associates, Ltd. RHS Project No: 22-053-721100096 as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership' s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Clifford E. Olsen-Southeastern Associates, Ltd. as of December 31, 1996 and 1995 and the results of its operations, the changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information presented on pages I-16 through I-22, is presented for purposes of additional analysis and for complying with the requirements of Rural Housing Service (RHS) and is not a required part of the basic financial statements.
Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, we have also issued a report dated January 30,1997, on our consideration of Clifford E. Olsen-Southeastern Associates, Ltd.'s internal control structure and a report dated January 30, 1997 on its compliance with laws and regulations.
/s/ Pailet, Meunier and LeBlanc, L.L.P.
Metairie, Louisiana
January 30, 1997
[LETTERHEAD OF]
DONALD W. CAUSEY, CPA, P.C.
I have audited the accompanying balance sheets of Sun Rise North, Ltd., a limited partnership, RHS Project No.: 01-048-630963314 as of December 31, 1996 and 1995, and the related statements of operations, partners' deficit and cash flows for the years then ended, These financial statements are the responsibility of the partnership's management, My responsibility is to express an opinion on these financial statements based on my audits,
I conducted the audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmer's Home Administration Audit Program. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that the audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sun Rise North, Ltd., RHS Project No.: 01-048-630963314 as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
The audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 10 through 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. The supplemental information presented in the Multiple Family Housing Borrower Balance Sheet (Form FmHA 1930-8) Parts I through II for the year ended December 31, 1996 and 1995, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in my opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards, I have also issued a report dated February 27, 1997 on my consideration of Sun Rise North, Ltd., internal control structure and a report dated February 27, 1997 on its compliance with laws and regulations .
/s/ Donald W. Causey, CPA, P.C.
February 27, 1997
[LETTERHEAD OF]
BRENDA P. McELWEE P.C.
We have audited the accompanying financial statements of Taft Gardens, Ltd. as of December 31, 1996 and 1995, and for the years then ended, as listed in the table of contents. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taft Gardens, Ltd. as of December 31, 1996 and 1995, and the results of its operation for the years then ended and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued our reports dated March 4, 1997 on our consideration of Taft Gardens, Ltd.'s internal control and on its compliance with laws and regulations.
/s/ Brenda P. McElwee, P.C.
March 4, 1997
[LETTERHEAD OF]
BRENDA P. McELWEE P.C.
We have audited the accompanying financial statements of Taft Terrace, Ltd. as of December 31, 1996 and 1995, and for the years then ended, as listed in the table of contents. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program, Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taft Terrace, Ltd. as of December 31, 1996 and 1995, and the results of its operation for the years then ended and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued our reports dated February 28, 1997 on our consideration of Taft Terrace, Ltd.'s internal control and on its compliance with laws and regulations.
/s/ Brenda P. McElwee, P.C.
February28, 1997
[LETTERHEAD OF]
PARENTE RANDOLPH ORLANDO CAREY & ASSOCIATES
We have audited the accompanying balance sheets of Valley Place Associates (a limited Partnership) as of December 31, 1996 and 1995, and the related statements of loss, changes in partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the management of Valley Place Associates. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Valley Place Associates as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated January 27, 1997 on our consideration of the internal control structure of Valley Place Associates and a report dated January 27, 1997 on its compliance with laws and regulations.
/s/ Parente, Randolph, Orlando, Carey & Associates
Williamsport, Pennsylvania
January 27, 1997
[LETTERHEAD OF]
SMITH, MILES & COMPANY, L.C.
We have audited the accompanying balance sheets of West Meadow Apartments II, Ltd., FmHA Project No: 01-031592806818 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 and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of West Meadow Apartments II, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Smith Miles & Company, L.C.
Panama City, Florida
February 13, 1997
[LETTERHEAD OF]
James N. Rachel
I have audited the accompanying balance sheets of Willow Haven Apartments, A Limited Partnership, as of December 31, 1996 and 1995, and the related statements of income, partnership equity, and cash flows for the years then ended. These financial statements are the responsibility of Willow Haven Apartments, A Limited Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits.
I conducted my audits in accordance with generally accepted auditing standards and Governmental Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Willow Haven 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/ James N. Rachel
Shreveport, Louisiana
March 24, 1997
[LETTERHEAD OF]
BERRY, DUNN, McNEIL & PARKER
We have audited the accompanying balance sheets of Wilson Lake Associates, a Maine limited partnership, RD Case No. 23-004-010390750, as of December 31, 1996 and 1995, and the related statements of operations and partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wilson Lake Associates, a limited partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information on pages 12 through 13 is presented solely for the use of U.S. Department of Agriculture, Rural Development (USDA-RD) and is not a required part of the basic financial statements.
In accordance with Government Auditing Standards, we have issued reports dated January 19, 1997, on our considerations of Wilson Lake Associates' internal control structure and its compliance with laws and regulations.
/s/ Berry Dunn McNeil & Parker
Portland, Maine
January 19, 1997
[LETTERHEAD OF]
Bain Brown & DeLaura
We have audited the accompanying balance sheets of Wolcott Associates, as of November 30, 1996 and 1995 and the related statements of operations and partners' capital and of cash flows for the years then ended. These financial statements are the responsibility of the general partner of Wolcott Associates. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and government auditing standards issued by the Controller General of the United States. These 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 Wolcott Associates as of November 30, 1996 and 1995, and the results of its operations and partners' capital and of cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated February 5, 1997 on our consideration of Wolcott Associates' internal control structure and a report dated February 5, 1997 on its compliance with laws and regulations.
/s/ Bain, Brown & DeLaura
February 5, 1997
[LETTERHEAD OF]
MILLER, MAYER, SULLIVAN & STEVENS LLP
We have audited the accompanying balance sheets of Woodcrest Apartments, Ltd., (a limited partnership) Case No. 48-056-611047118, as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and the standards for financial audits contained in Government, Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. A
In our opinion, the financial statements referred to above present fairly, in all material respects, the Financial position of Woodcrest Apartments, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued reports dated January 21, 1997 on our consideration of Woodcrest Apartments, Ltd,'s internal control structure and compliance with laws and regulations.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental data included in this report is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements, and in our opinion, is presented fairly, in all material respects, in relation to the basic financial statements tak
/s/ Miller, Mayer, Sullivan & Stevens LLP
Lexington, Kentucky
January 21, 1 997
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