Item 1. Business Item 2.
Item 2. Properties
As of its fiscal year ending March 31, 1996, the Partnership held Limited Partnership interests in the Operating Partnerships described below. In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit. Occupancy of a unit in each Apartment Complex which initially complied with the Minimum Set-Aside Test (i.e., occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective Apartment Complexes are described more fully in the Prospectus or applicable report on Form 8-K. The General Partners believe that there is adequate casualty insurance on the properties.
Please refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships.
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Mortgage Balance Construc- Qualified Capital As of tion Occupancy Contrib- Property Name Location Units 12/31/95 Completion 3/31/96 uted - ------------------------------------------------------------------------------
Anacapa Lake Havasu, Apartments AZ 40 1,437,770 4/88 100% 348,915
Anthony Garden Green Valley, Apartments AZ 100 3,890,599 3/89 98% 751,267
Blairview Blairsville, 42 Apartments PA 1,438,040 12/88 100% 308,388
Bloomfield Bloomfield, Apartments MO 16 370,609 6/88 100% 62,878
Boardman Lake Travers City, II Apartments MI 32 981,649 5/89 100% 202,700
Bowdoinham Bowdoinham, Estates ME 25 1,285,244 5/89 100% 308,824
Brookhollow Brookshire, Apartments TX 48 899,307 8/88 100% 160,000
Center Way Shelbyville, Apartments TN 20 613,397 7/88 100% 136,620
Carthage Carthage, Court NY 32 1,282,475 10/88 100% 270,000
Casa Belen, Valencia NM 39 1,486,965 12/88 100% 303,000
Cedar Forest Brewton, Apartments AL 34 957,690 6/88 100% 219,696
Charters Cove St. Ignace, Apartments MI 24 775,605 5/88 100% 166,200
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Continued - --------- Mortgage Balance Construc- Qualified Capital As of tion Occupancy Contrib- Property Name Location Units 12/31/95 Completion 3/31/96 uted - ------------------------------------------------------------------------------
Deer Crossing Farmington, Apartments ME 24 1,187,579 4/89 100% 312,920
East Ridge Southwest Harbor, Estates ME 25 1,225,350 9/88 100% 294,771
Fairbanks Flats Beloit, Apartments WI 24 554,823 12/88 100% 313,040
Fredericktown Fredericktown, Apartments II MO 16 372,834 5/88 100% 79,670
Harbor Hill Bar Harbor, Estates ME 25 1,227,590 2/89 96% 325,500
Harbour Oaks East China Township, Apartments MI 32 901,168 11/88 100% 191,500
Harvest View Garden City, MO 16 385,682 6/88 100% 86,785
Kingsley Park Essex, Apartments MD 312 10,952,252 10/88 100% 1,750,000
Liberty Center Jacksonville, FL 109 1,454,402 10/88 100% 1,014,770
Malone Senior Malone, Housing NY 40 1,489,414 11/88 97% 309,000
Maple Tree Mapleton, Estates ME 25 1,242,283 4/89 100% 325,500
Michelle Manor Green Valley, Apartments AZ 24 909,967 9/88 100% 174,264
Middleburg Bluffs Middleburg, FL 45 1,417,816 3/89 100% 375,283
Nicollet Island Minneapolis, Homes MN 22 1,139,626 12/88 100% 713,000
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Continued - --------- Mortgage Balance Construc- Qualified Capital As of tion Occupancy Contrib- Property Name Location Units 12/31/95 Completion 3/31/96 uted - ------------------------------------------------------------------------------
Paige Hall Minneapolis, Apartments MN 69 2,253,150 4/89 100% 472,336
Partridge McMinnville, Meadows TN 48 1,404,496 10/88 100% 296,461
Perramond Madawaska, Estates ME 25 1,187,110 4/89 100% 287,000
Pine Knoll Smithfield, Manor NC 33 1,364,803 5/89 100% 309,450
Pine Ridge Port St. Joe, Apartments FL 50 1,488,107 6/88 100% 384,180
Pine Terrace Callahan, Apts. Phase III FL 40 1,196,252 1/89 100% 309,500
Platteville Platteville, Apartments CO 16 547,215 10/88 100% 120,000
River Place Holyoke, Apartments MA 100 4,198,193 3/89 100% 1,824,000
Sandy Knoll Kersey, Manor CO 32 1,059,981 10/88 100% 226,000
Sara Pepper Dixfield, Place ME 12 638,573 3/88 100% 171,189
Silver Pines Fryeburg, Apartments ME 25 1,387,571 8/88 100% 351,547
South Estates Nebraska City, NE 15 420,877 7/88 100% 85,911
Southview III Marionville, MO 8 195,019 5/88 100% 42,100
Southview Place Lovington, Apartments NM 48 1,110,908 2/89 97% 245,602
American Affordable Housing II Limited Partnership
PROPERTY PROFILES AS OF March 31, 1996
Continued - --------- Mortgage Balance Construc- Qualified Capital As of tion Occupancy Contrib- Property Name Location Units 12/31/95 Completion 3/31/96 uted - ------------------------------------------------------------------------------
Spring Hollow Springfield, Apartments GA 53 1,446,225 3/88 100% 321,860
Stokes Rowe Philadelphia, PA 16 1,056,744 6/88 100% 673,000
Story Hill Washburn, Estates ME 24 1,216,941 1/89 100% 322,425
Suncrest Newport, Apartments TN 32 975,877 5/88 100% 210,960
300 Shawmut Ave Boston, MA 16 646,888 12/88 100% 508,000
Village Chase Zephyrhills, Apartments FL 48 1,493,562 4/89 100% 386,368
Village Walk Zephyrhills, Apartments FL 43 1,398,176 3/89 100% 362,500
Washington Mews Dorchester, MA 20 489,328 12/88 100% 510,000
Wildwood Statesboro, Villas II GA 58 1,483,164 9/88 100% 369,260
Willowbrook Immokalee, Place FL 41 1,324,942 3/88 100% 328,711
Item 3.
Item 3. Legal Proceedings
None.
Item 4.
Item 4. Submission of Matters to a Vote of Security-Holders
None.
PART II
Item 5.
Item 5. Market for the Registrant's Class A Limited Partner Interests and Related Security-Holder Matters
There is no established public trading market for the Units and it is not anticipated that any public market will develop for the purchase and sale of any Units.
As of March 31, 1996, the Partnership had 2,359 registered holders of an aggregate of 26,501 Units.
The Partnership made no distributions to its Limited Partners from Operating Partnership cash flow from its inception on May 13, 1987 through March 31, 1996. Because the Partnership invested in Operating Partnerships owning apartment complexes which receive government assistance, the cash distributions which may be made by the Operating Partnerships are often restricted. The Partnership does not anticipate that it will provide significant cash distributions to its Limited Partners in circumstances other than refinancing or sale of apartment complexes by the Operating Partnerships.
Item 6.
Item 6. Selected Financial Data
The information set forth below presents selected financial data of the Partnership for each of the years in the five year period ended March 31, 1996. Additional detailed financial information is set forth in the audited financial statements listed in Item 14 hereof.
March 31, March 31, March 31, March 31, March 31, 1996 1995 1994 1993 1992 -------- -------- -------- -------- --------
Operations - ----------
Interest Income $ 783 $ 520 $ 223 $ 491 $ - Other Income - 1,650 1,050 1,225 67,971 Share of Losses from Operating Partnerships (1,047,309) (1,392,030) (1,579,365) (2,757,632) (2,459,499) Operating Expenses (516,882) (503,107) (500,666) (557,233) (602,262) --------- --------- --------- --------- ---------- Net Loss $(1,563,408) $(1,892,967)$(2,078,758)$(3,313,149)$(2,993,790) ========= ========= ========= ========= ==========
Net Loss per Unit of Limited Partnership Interest $ (58.40) $ (70.72)$ (77.66)$ (123.77)$ (111.84) ========= ========= ========= ========= ==========
March 31, March 31, March 31, March 31, March 31, Balance Sheet 1996 1995 1994 1993 1992 - ------------- ------- -------- -------- -------- -------- Total Assets $ 4,274,839 $ 5,344,896 $ 6,635,981 $8,233,394 $11,075,051 ========== ========= ========= ========= ========== Total Liabilities$ 3,137,394 $ 2,644,043 $ 2,042,161 $1,560,816 $ 1,089,324 ========== ========= ========= ========= ==========
Partners' Equity $ 1,137,445 $ 2,700,853 $ 4,593,820 $6,672,578 $ 9,985,727 ========== ========= ========= ========= ==========
Other Data - ---------- Credit Per BAC* $ 114.28 $ 131.60 $ 131.29 $ 129.21 $ 131.00 ========= ========= ========= ========= ========== * The credit per BAC data is reported for the calendar year which ends in the third quarter of the related fiscal year.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity - --------- The Partnership's primary source of funds was the proceeds of its Public Offering. Other sources of liquidity have included (i) interest earned on capital contributions held pending investment or held for working capital reserves and (ii) cash distributions, if any, from operations of the Operating Partnerships in which the Partnership has invested. Both of these sources of liquidity are available to meet the obligations of the Partnership. The Partnership is currently accruing the annual asset management fees. Asset management fees accrued during the year ended March 31, 1996 were $471,241, and total asset management fees accrued as of March 31, 1996 were $2,958,908. Pursuant to the Partnership Agreement, such liabilities will be deferred until the Partnership receives sale or refinancing proceeds from Operating Partnerships, and at that time proceeds from such sales or refinancing would be used to satisfy such liabilities.
Affiliates of the General Partners have advanced $96,111 to the Partnership to pay certain operating expenses. This and any additional advances will be repaid, without interest, from available cash flow, reporting fees or the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. The Partnership anticipates that as the Operating Partnerships continue to mature more cash flow and reporting fees will be generated. Cash flow and reporting fees will be added to the Partnership's Working Capital and will be available to meet future third party obligations of the Partnership. The Partnership is currently and will continue to aggressively pursue available cash flow and reporting fees. No significant distributions of cash flow from the Operating Partnerships are anticipated on a long term or short term basis due to the restrictions on rents which apply to low-income apartment complexes.
During 1995 an affiliate of the General Partners funded $100,375, interest free, to the Partnership so that it could make a $100,375 loan to the Operating Partnership Washington Mews. The loan enabled the Operating Partnership to refinance its mortgage at a more favorable rate, and will be repaid by the Operating Partnership with surplus cash from operations over the course of the next three years. As repayments are received from Washington Mews, they will be used to repay the funding, free of interest, from the General Partners' affiliate. As of March 31, 1996 Washington Mews has paid the Partnership $21,500. This has been repaid to the affiliate leaving a balance of $78,875 as of March 31, 1996.
Capital Resources - ----------------- The Partnership received $26,501,000 in subscriptions for Units (at $1,000 per Unit) during the period February 2, 1988 to September 21, 1988 pursuant to the Public Offering, resulting in net proceeds available for investment in Operating Partnerships (after payment of acquisition fees and expenses and
funding of a reserve) of approximately $18,550,700. As of March 31, 1996, the Partnership had committed to investments requiring cash payments of $18,613,793, all of which has been paid. At March 31, 1996, the Partnership held working capital of $34,944. Since the Partnership has completed funding of all investments, it anticipates that there should be no significant need for capital resources in the future.
Results of Operations - --------------------- The Partnership was formed with the investment objectives set forth above under Item 1. The Partnership incurred an annual asset management fee to Boston Capital Communications Limited Partnership in an amount equal to 0.5% of the aggregate cost of the apartment complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid or payable by the Operating Partnerships. The annual asset management fee incurred for the fiscal year ended March 31, 1996 and 1995 was $451,449 and $461,029, respectively. Because the Partnership is not expected to receive any significant cash flow from the Operating Partnerships in subsequent years, the annual asset management fee is currently being deferred and is expected to be paid from the proceeds of sales or refinancing of the Partnership's interests in Operating Partnerships. During the fiscal years ended March 31, 1996 and 1995, the Partnership received $14,441 and $7,560 in distributions of cash flow and $10,212 and 19,792 of reporting fees from the Operating Partnerships, respectively.
The Partnership expects that all of its cash receipts will be used to pay operating expenses. The Partnership had interest income of $783 and $520 in the fiscal years ended March 31, 1996 and 1995, respectively. No other significant source of income is anticipated.
As of December 31, 1995 and 1994 the Partnership held limited partnership interests in 50 and 51 Operating Partnerships respectively. In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit. Occupancy of a unit in each Apartment Complex which initially complied with the Minimum Set-Aside Test (i.e., occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as "Qualified Occupancy". Each of the Operating Partnerships and each of the respective Apartment Complexes are described more fully in the Prospectus or applicable report on Form 8-K. The General Partners believe that there is adequate casualty insurance on the properties.
The Operating Partnership, California Investors II, was experiencing operating difficulties and as a result, the holder of the first mortgage had a receiver appointed. The Investment General Partners believed that it was in the best interest of the Partnership to sell the property owned by California Investors II. After restructuring and workout negotiations over the course of the past 18 months, the property was sold to the lender for proceeds sufficient to cover all outstanding liabilities of the Operating
Partnership. The Investment Partnership was subjected to a one time recapture event which reduced investors' 13.1% annual tax credit as a percentage of capital invested to 11.4% for the calendar year 1995. It is anticipated that calendar year 1996's tax credit as a percentage of capital invested will be back over 13%.
As of March 31, 1996 and 1995 the Qualified Occupancy for the Partnership was 99.8% and 99.5%, respectively.
For the years ended December 31, 1995 and 1994 the Operating Partnerships reflected a net income of $514,305 and $390,466, respectively, when adjusted for depreciation which is a non-cash item. The main reasons for the increase in the net income is the continued improvement of property operations and a decrease in interest expense.
For the tax years ended December 31, 1995 and 1994 the Partnership generated $2,600,113 and $3,084,540 in passive income tax losses that were passed through to the investors. The Partnership also provided $114 and $132, respectively, in tax credits per BAC to the investors for the tax years ended December 31, 1995 and 1994, respectively. The Partnership has fully invested in 50 Operating Partnerships and as a result the operations of the Partnership should remain relatively consistent on an annual basis going forward.
Recent Accounting Statements Not Yet Adopted - -------------------------------------------- In March 1995 the FASB issued SFAS No.121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121 is effective for financial statements issued for fiscal years beginning after December 31, 1995, with earlier application permitted. SFAS No. 121 addresses the accounting for long-lived assets and certain identifiable intangibles to be held and used by an entity to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The partnership will adopt SFAS No. 121 on April 1, 1996, as required. Adopting SFAS No. 121 is not expected to have a significant effect on the partnership's financial statements.
Item 8.
Item 8. Financial Statements and Supplementary Data
The financial statements of the Partnership are listed in Item 14 as being filed as a part of this Report and are incorporated herein by reference.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
PART III -------- Item 10.
Item 10. Directors and Executive Officers of the Registrant
(a), (b), (c), (d) and (e)
The Partnership has no directors or executives officers of its own. The following biographical information is presented for the partners of the General Partners and affiliates of those partners (including Boston Capital Partners, Inc. ("Boston Capital")) with principal responsibility for the Partnership's affairs.
Herbert F. Collins, age 65, is co-founder and Chairman of the Board of Boston Capital Partners, Inc. During 1990 and 1991 he served as Chairman of the Board of Directors for the Federal Home Loan Bank of Boston, a 314-member, $12-billion central bank in New England which is part of the Federal Home Loan Bank System. Mr. Collins is co-founder and serves as Chairman-Emeritus of the Council for Rural Housing and Development, a 300-member organization including 14 state associations formed to encourage the development of rural housing nationwide. He serves as Chairman of the Massachusetts Housing Policy Commission, created by the Governor of the Commonwealth of Massachusetts and the Secretary of the Executive Office of Communities & Development, to assess the current status and recommend future housing policy for the Commonwealth. Additionally, he serves as a Member of the Board of Directors, of the Metropolitan Boston Housing Partnership, an organization dedicated to the renewal of housing through rehabilitation and community involvement. He served on the Mitchell-Danforth Task Force, which helped structure the 1990 tax credit legislation. In addition, Mr. Collins is a past director of the National Leased Housing Association, past chairman of the Rural Development Committee, and is a member of the National Rural Housing Council. Currently, Mr. Collins is a Board member of the National Housing Conference. Prior to co-founding Boston Capital, Mr. Collins served as Vice President and Director of Marketing at ECS Corporation and the Advanced Research Corporation, and was the Product Marketing Manager at Raytheon Corporation. Mr. Collins graduated from Harvard College and attended the Advanced Management Program, Harbridge House, Boston.
John P. Manning, age 47, is co-founder, President and Chief Executive Officer of Boston Capital Partners, Inc., and serves as member of the Investment Committee. Mr. Manning is Chairman of the Affordable Housing Tax Credit Coalition and is member of the Board of Directors of the National Leased Housing Association, two Washington, D.C.-based organizations. He also serves on the Board of Advisors for the Housing Development Reporter. He served as a Member of the Massachusetts Housing Policy Commission, Executive Office of Communities & Development, appointed by the Governor of the Commonwealth of Massachusetts. He was named by U.S. Senate Majority Leader George Mitchell to the Mitchell-Danforth Task Force, which helped structure the 1990 tax credit legislation. In similar capacities, Mr. Manning has been asked by the U.S. House Ways and Means Committee and by the U.S. Senate Finance Committee to represent the affordable housing industry as an expert on the efficacy of the low income housing tax credit and its effect on capital markets and the
economy. Prior to co-founding Boston Capital in 1974, Mr. Manning was the Eastern Regional Vice President of Western Diversified Equities, a Beverly Hills-based real estate development firm, and was an Investment Manager at the Industrial National Bank in Providence. In 1995, President Clinton appointed Mr. Manning a Member of the Advisory Committee on the Arts (John F. Kennedy Center for the Performing Arts). Mr. Manning graduated from Boston College.
Richard J. DeAgazio, age 51, is Executive Vice President of Boston Capital Partners, Inc., and is President of Boston Capital Services, Inc., Boston Capital's NASD registered broker/dealer. Mr. DeAgazio formally served on the national Board of Governors of the National Association of Securities Dealers (NASD), was the Vice Chairman of the NASD's District 11 Committee, and serves as Chairman of the NASD's Statutory Disqualification Subcommittee of the National Business Conduct Committee. He also serves on the NASD State Liaison Committee and the Direct Participation Program Committee. He is a founder and past President of the National Real Estate Investment Association, past President of the Real Estate Securities and Syndication Institute (Massachusetts Chapter) and the Real Estate Investment Association. Prior to joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment banking firm owned by four major European banks, and was a Vice President of Burgess & Leith/Advest. He has been a member of the Boston Stock Exchange since 1967. He graduated from Northeastern University.
Christopher W. Collins, age 41, is an Executive Vice President and a principal of Boston Capital Partners, Inc., and is responsible for, among other areas, overseeing the investment portfolio of funds sponsored by Boston Capital and the acquisition of real estate investments on behalf of such funds. Mr. Collins has had extensive experience in real estate development activities, having founded and directed the American Development Group, a comprehensive real estate development firm, and has also had extensive experience in the area of acquiring real estate investments. He is on the Board of Directors of the National Multi-Housing Council and a member of the Massachusetts Housing Finance Agency Multi-Family Advisory Committee. He graduated from the University of New Hampshire.
Anthony A. Nickas, age 35, is Senior Vice President and Chief Financial Officer of Boston Capital Partners, Inc. and has over twelve years experience in the accounting and finance fields. Mr. Nickas has supervised the financial aspects of both the Project Development and Property Management Affiliates. Prior to joining Boston Capital in 1987, he was Assistant Director of Accounting and Financial Reporting for the Yankee Companies, Inc., and was an Audit Supervisor for Wolf & Company of Massachusetts, P.C., a regional certified public accounting firm based in Boston. He graduated with honors from Norwich University.
(f) Involvement in certain legal proceedings.
None.
(g) Promoters and control persons.
None.
Item 11.
Item 11. Executive Compensation
(a), (b), (c), (d) and (e)
The Partnership has no officers or directors. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Partnership, the Partnership has paid or accrued obligations to the General Partners and their affiliates for the following fees during the 1996 fiscal year:
1. An annual asset management fee based on .5 percent of the aggregate cost of all apartment complexes acquired by the Operating Partnerships has been accrued as payable to Boston Capital Communications Limited Partnership. The annual asset management fees accrued during the year ended March 31, 1996 was $471,241. The fee is payable without interest as sufficient funds become available.
2. The Partnership has reimbursed affiliates of the General Partners a total of $2,184 for amounts charged to operations during the year ended March 31, 1996. The reimbursement includes, but may not be limited to postage, printing, travel, and overhead allocations.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The General Partners named in Item 1 own all of the outstanding general partner interests in the Partnership. The General Partners have a 1% interest in all profits, losses, tax credits and distributions of the Partnership. No person is known to own beneficially in excess of 5% of the outstanding limited partnership interests. In addition, no individuals listed in Item 10 are known to own any units.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Partnership has no officers or directors. However, under the terms of the Public Offering, various kinds of compensation and fees are payable to the General Partners and their affiliates during the organization and operation of the Partnership. Additionally, the General Partners will receive distributions from the Partnership if there is cash available for distribution or residual proceeds as defined in the Partnership Agreement. The amounts and kinds of compensation and fees are described on pages 9 to 11 of the Prospectus under the caption "Compensation of General Partners and Affiliate", which is incorporated herein by reference. See Note B of Notes to Financial Statements in Item 14
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) 1. Financial Statements -------------------- American Affordable Housing II Limited Partnership
Independent Auditors' Report
Balance Sheets, March 31, 1996 amd 1995
Statement of Operations, Years ended March 31, 1996, 1995 and 1994
Statements of Changes in Partners' Capital, Years ended March 31, 1996, 1995, and 1994
Statements of Cash Flows, Years ended March 31, 1996, 1995 and 1994
Notes to Financial Statements, Years ended March 31, 1996, 1995 and 1994
Riverplace Apartments
Independent Auditors' Report
Balance Sheets, December 31, 1995 and 1994
Statements of Operations, Years ended December 31, 1995 and
Statements of Partners' Equity (Deficit) Years ended December 31, 1995, 1994, and 1993
Statements of Cash Flows, Years ended December 31, 1995 and
Notes to Financial Statements, Years ended December 31, 1995 and
(a) 2. Financial Statement Schedules ----------------------------- Schedule III - Real Estate and Accumulated Depreciation
Notes to Schedule III
Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes hereto.
(a) 3. Exhibits -------- (3) Amended and Restated Certificate and Agreement of Limited Partnership. (1)
(4) Instruments defining the rights of security holders, including indentures (same as Exhibit (3)).
(9) None.
(10) None.
(11) None.
(12) None.
(13) None.
(16) None.
(18) None.
(19) None.
(22) Subsidiaries of the Registrant.
(23) None.
(24) None.
(25) None.
(28) Independent Auditors' Reports for Operating Partnerships.
(29) None.
(a) Reports on Form 8-K ------------------- No reports on Form 8-K were filed during the period ending March 31, 1996.
(b) Exhibits
Same as Item 14(a)3. above.
(c) Financial Statement Schedules
See Items (a)1. and (a)2. above.
SIGNATURES ---------- Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
American Affordable Housing II Limited Partnership
By: Boston Capital Associates Limited Partnership, General Partner
By: Boston Capital Associates, General Partner
By: /s/ John P. Manning ------------------------------ J. P. Manning, Partner
By: Boston Capital Associates, General Partner
By:/s/ John P. Manning ------------------------------ John P. Manning, Partner
Date:
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE - --------- ----- ---- Boston Capital Associates General Partner June 28, 1996 Limited Partnership
By: Boston Capital Associates, General Partner
By: /s/ John P. Manning ---------------------------- John P. Manning, Partner
SIGNATURE TITLE DATE - --------- ----- ---- Boston Capital Associates General Partner
By: /s/ John P. Manning ------------------------ June 28, 1996 John P. Manning, Partner -------------
/s/ Herbert F. Collins ------------------------ June 28, 1996 Herbert F. Collins General Partner ------------- of Boston Capital Associates, Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer
/s/ John P. Manning ------------------------ June 28, 1996 John P. Manning General Partner ------------- of Boston Capital
INDEX TO EXHIBITS -----------------
Exhibit Description of Exhibit - ------- ---------------------- Page - ---- (22) Subsidiary of the registrant
Exhibit (22)
Subsidiaries of the Registrant ------------------------------ Each of the Operating Partnerships listed in the chart included in Item 2 may be considered a subsidiary of the Partnership.
FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REOPRT
AMERICAN AFFORDABLE HOUSING II LIMITED PARTNERSHIP
MARCH 31, 1996 AND 1995
American Affordable Housing II Limited Partnership
PAGE
INDEPENDENT AUDITORS' REPORT
FINANCIAL STATEMENTS
BALANCE SHEETS
STATEMENTS OF OPERATIONS
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
STATEMENTS OF CASH FLOWS
NOTES TO FINANCIAL STATEMENTS
SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes hereto.
Reznick Fedder & Silverman Certified Public Accountants * Business Consultants A Professional Corporation
4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319 (301) 652-9100 * Fax (301) 652-1848
INDEPENDENT AUDITORS' REPORT
To the Partners American Affordable Housing II Limited Partnership
We have audited the accompanying balance sheets of American Affordable Housing II Limited Partnership as of March 31, 1996 and 1995, and the related statements of operations, changes in partners' capital and cash flows for each of the three years in the period ended March 31, 1996. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain operating partnerships in which American Affordable Housing II Limited Partnership owns a limited partnership interest. Investments in such partnerships comprise 45% and 35% of the assets as of March 31, 1996 and 1995, and 12%, 21% and 20% of the partnership loss for each of the three years in the period ended March 31, 1996, of American Affordable Housing II Limited Partnership. The financial statements of these partnerships were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to information relating to these partnerships, is based solely on the reports of the other auditors.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion.
In our opinion, based on our audits and the reports of the other auditors referred to above, the financial statements referred to above present fairly, in all material respects, the financial position of American Affordable Housing II Limited Partnership as of March 31, 1996 and 1995, and the results of its operations and its cash flows for each of the three years in the period ended March 31, 1996, in conformity with generally accepted accounting principles.
- - We have also audited the related financial statement schedule listed in Form 10-K, item 14(a) of American Affordable Housing II Limited Partnership as of March 31, 1996. In our opinion, the schedule presents fairly the information required to be set forth therein, in conformity with generally accepted accounting principles.
Bethesda, Maryland June 18, 1996
- -
MARSHALL & SHAFER, P.C. Certified Public Accountants 10497 Town & Country Way, Suite 420 Houston, Texas 71024 (713) 973-8378 FAX (713) 973-8377
Independent Auditor's Report - ----------------------------
March 14, 1996
To the Partners of Brookhollow Manor, Ltd.
We have audited the accompanying balance sheets of Brookhollow Manor, Ltd. as of December 31, 1995 and 1994, and the related statements of income, 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. 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 accompanying financial statements referred to above present fairly, in all material respects, the financial position of Brookhollow Manor, Ltd. as of December 31, 1995 and 1994, and the results of its operation and its cash flow for the years then ended, in conformity with generally accepted accounting principles.
Marshall & Shafer, P.C. Houston, Texas
HUMISTON, SKOKAN, WARREN & EICHENBERGER
A Professional Corporation Certified Public Accountants West Des Moines, Iowa
INDEPENDENT AUDITORS' REPORT - ----------------------------
To the Partners Fairbanks Flats, Limited Partnership West Des Moines, Iowa
We have audited the accompanying balance sheets of FAIRBANKS FLATS, LIMITED PARTNERSHIP as of December 31, 1995 and 1994, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairbanks Flats, Limited Partnership as of December 31, 1995 and 1994 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
January 19, 1996
MUELLER & WALLA, PC.
Certified Public Accountants 10714 Manchester Road Suite 202 Kirkwood, Missouri 63122 - ------------------------ (314) 822-6575
INDEPENDENT AUDITORS' REPORT
The Partners Fredericktown Associates 11, L.P. Fredericktown, Missouri
We have audited the accompanying balance sheets of Fredericktown Associates II, L.P. (a limited partnership) as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fredericktown Associates II, L.P. as of December 31, 1995 and 1994, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included on page 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 our opinion, is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.
Mueller & Walla, P.C. Certified Public Accountants
February 6, 1996
HUNTER ASSOCIATES, P.A.
Certified Public Accountmts 4217 Baymeadows Road, Suite 2 Jacksonville, Florida 32217
Lewis B. Hunter, Jr., CPA Phone: (904) 367-0852 Fax: (904) 731-0352
INDEPENDENT AUDITOR'S REPORT - ----------------------------
To the Partners Liberty Center, Ltd.
We have audited the accompanying balance sheets of Liberty Center, Ltd. as of December 31, 1995 and 1994, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Liberty Center, Ltd. as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
May 2, 1996
LARSON, ALLEN, WEISHAIR & CO. Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT - ----------------------------
Partners Nicollet Island Historic Homes, A Minnesota Limited Partnership St Paul, Minnesota
We have audited the accompanying balance sheets of Nicollet Island Historic Homes, A Minnesota Limited Partnership as of December 31, 1995 and 1994, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material respects, the financial position of Nicollet Island Historic Homes, A Minnesota Limited Partnership as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
LARSON, ALLEN, WEISHAIR & CO., LLP Saint Paul, Minnesota January 22, 1996
CERTIFIED PUBLIC ACCOUNTANTS Members:
Mahoney American Institute Ulbrichii of Certified Public Accountants Christiansen Minnesota Society Russ P.A. of Certified Public Accountants
Suite 800 Capital Centre 386 North Wabasha Saint Paul, Minnesota 55102
The Partners Paige Hall Limited Partnership Minneapolis, Minnesota
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Paige Hall Limited Partnership as of December 31, 1995, and the related statements of operations, partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements and supplemental information of Paige Hall Limited Partnership as Of December 31, 1994, were audited by other auditors whose report dated January 17, 1995, expressed an unqualified report on those financial statements and supplemental information.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Paige Hall Limited Partnership as of December 31, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic 1995 financial statements taken as a whole. The supplemental information on page 9 is presented for the purposes of additional analysis and is not a required part of the basic 1995 financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic 1995 financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic 1995 financial statements taken is a whole.
Saint Paul, Minnesota January 18, 1996 BERNARD ROBINSON & COMPANY, L.L.P Certified Public Accountants since 1947
MAILING ADDRESS OFFICES P.O. BOX 19608 109 MUIRS CHAPEL ROAD GREENSBORO, NC 27419-9608 GREENSBORO, NC 27410 FAX (910) 547-0840 TELEPHONE (910) 294-4494
INDEPENDENT AUDITOR'S REPORT - ---------------------------- To the Partners Pine Knoll Development Company Limited Partnership (A North Carolina Limited Partnership)Smithfield, North Carolina
We have audited the accompanying balance sheets of Pine Knoll Development Company Limited Partnership (A North Carolina Limited Partnership) as of December 31, 1995 and 1994, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our 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 Pine Knoll Development Company Limited Partnership as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report dated January 16, 1996, on our consideration of the internal control structure of Pine Knoll Development Company Limited Partnership and a report dated January 16, 1996, on its compliance with laws and regulations.
BERNARD ROBINSON & COMPANY, L.L.P
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 the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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.
CERTIFIED PUBLIC ACCOUNTANTS Greensboro, North Carolina January 16, 1996
GLOVER & GLOVER CERTIFIED PUBLIC ACCOUNTANTS 206 Wilson Pike Circle Brentwood, Tennessee 37027
M. Lawrence Glover, CPA Byron L. Glover, CPA
MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS TENNESSEE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT - ----------------------------
To the Partners Shelbyville FH, Ltd.
We have audited the accompanying balance sheets of Shelbyville FH, Ltd. (a Tennessee limited partnership), FMHA Project No.: 48 002 621246065, as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits In accordance with generally accepted auditing standards 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 Shelbyville FH, Ltd. as of December 31, 1995 and 1994, and the results of its operations, the changes in partners' capital, and cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Brentwood, Tennessee March 1, 1996 F&A
FEGLEY & ASSOCIATES A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 2250 HICKORY ROAD, SUITE 20 PLYMOUTH MEETING, PA 19462 Phone (610) 825-7400 Fax (610) 825-1297
IDEPENDENT AUDITORS' REPORT - ---------------------------
To the Partners The Stokes Rowe Partnership
We have audited the accompanying balance sheets of The Stokes Rowe Partnership as of December 31, 1995 and 1994, and the related statements of operations, partners' equity, and cash flows for the years then ended. These Financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Stokes Rowe Partnership as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
FEGLEY & ASSOCIATES A Professional Corporation Certified Public Accountants
To the Partners The Stokes Rowe Partnership
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 20 and 21 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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.
January 26, 1996
GLOVER & GLOVER CERTIFIED PUBLIC ACCOUNTANTS 206 Wilson Pike Circle Brentwood, Tennessee 37027
M. Lawrence Glover, CPA Byron L. Glover, CPA
MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS TENNESSEE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT - ----------------------------
To the Partners Suncrest, Ltd.
We have audited the accompanying balance sheets of Suncrest, Ltd. (a Tennessee limited partnership), FMHA Project No.: 48 015 621251107, as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards 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 Suncrest, Ltd. as of December 31, 1995 and 1994, and the results of its operations, the changes in partners' capital, and cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 15 and 16 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit 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.
Brentwood, Tennessee March 1, 1996
GLOVER & GLOVER CERTIFIED PUBLIC ACCOUNTANTS 206 Wilson Pike Circle Brentwood, Tennessee 37027
M. Lawrence Glover, CPA Byron L. Glover, CPA
MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS TENNESSEE SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTS
INDEPENDENT AUDITOR'S REPORT - ----------------------------
To the Partners Warren Properties, Ltd.
We have audited the accompanying balance sheets of Warren Properties, Ltd. (a Tennessee limited partnership), FMHA Project No.: 48 089 621237357, as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards 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 as is, evidence supporting the amounts and disclosures In the financial statements. 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 Warren Properties, Ltd. as of December 31, 1995 and 1994, and the results of its operations, the changes in partners' capital, and cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such Information has been subjected to the audit procedures applied in the audits of the basic financial statements and, In our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Brentwood, Tennessee March 1, 1996 BERNARD, JOHNSON & COMPANY Certified Public Accountants, Inc.
15 Main Street Topsfield, MA 01983 Tel (508) 887-2220 Fax 1508) 887-5443
501 Islington Street Portsmouth, NH 03801 Tel (603) 427-0888 Fax (603) 436-3784
INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Partners Washington Mews Limited Partnership
We have audited the accompanying balance sheet of Washington Mews Limited Partnership as of December 31, 1995, and the related statements of operations and partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Washington Mews Limited Partnership as of December 31, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
The accompanying financial statements for the year ended December 31, 1994 were compiled by us. A compilation is limited to presenting in the form of financial statements information that is the representation of management. We have not audited or reviewed the 1994 financial statements and, accordingly, do not express an opinion or any other form of assurance on them.
Topsfield, Massachusetts January 12, 1996
FECTEAU & COMPANY, P.C. Certified Public Accountants Advisors of Taxation
INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Partners Carthage Court Housing Company Delmar, New York
We have audited the accompanying balance sheets of Carthage Court Housing Company as of December 31, 1993 and 1992, and the related statements of operations, partners' deficft, and cash flows for the years then ended. The financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the 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 statements presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Carthage Court Housing Company, as of December 31, 1993 and 1992, 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 7 to the financial statements, the Partnership's general partner is under investigation by the United States Attorney. It is not possible at present to predict the outcome of this investigation or to estimate any possible resulting gain or loss. Therefore, no provision for gain or loss that may result has been included in these financial statements.
FECTEAU & COMPANY, P.C.
February 18, 1994 Albany, New York Executive Woods, 4 Atrium Drive, Albany, NY 12205 (518) 438-7400 / FAX (518)438-7444
Member American Institute of Certified Public Accountants (Private Companies Practice Section & Tax Division) New York State Society of CPA's A Massachusetts State Society of CPA's
BRAUNSDORF, CARLSON AND CLINKINBEARD CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL ASSOCIATION
990 SW Fairlawn Topeka, Kansas 66606-2384 (913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA Gerry F. Carlson, CPA Marge S. Carlson, CPA Steve Clinkinbeard, CPA Douglas W. Glenn, CPA David N. Allison, CPA Cynthia A. Henley, CPA Michael E. Ruhlman, CPA Royce C. Janssen, CPA D. Thad Sullivan, CPA Cheryl J. Page, CPA Kirk W. Wiesner, CPA Denise J. Peterson, CPA - ------------------------ Steven A. Ridpath, CPA Edward D. Fenton, Principal Michael D. Schirmer,CPA James R. Showalter, CPA ----------------------- Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS - -------------------------------------------------- To the Partners Bloomfield Associates Limited Partnership Bloomfield, Missouri
We have audited the accompanying balance sheets of Bloomfield Associates Limited Partnership (a Missouri limited partnership) as of December 31, 1993 and 1992, and the related statements of loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the 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 Bloomfield Associates Limited Partnership as of December 31, 1993 and 1992 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
BRAUNSDORF, CARLSON AND CLINKINBEARD, CPA'S P.A. Topeka, Kansas February 16, 1994 16322A BRAUNSDORF, CARLSON AND CLINKINBEARD CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL ASSOCIATION
990 SW Fairlawn Topeka, Kansas 66606-2384 (913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA Gerry F. Carlson, CPA Marge S. Carlson, CPA Steve Clinkinbeard, CPA Douglas W. Glenn, CPA David N. Allison, CPA Cynthia A. Henley, CPA Michael E. Ruhlman, CPA Royce C. Janssen, CPA D. Thad Sullivan, CPA Cheryl J. Page, CPA Kirk W. Wiesner, CPA Denise J. Peterson, CPA - ------------------------ Steven A. Ridpath, CPA Edward D. Fenton, Principal Michael D. Schirmer,CPA James R. Showalter, CPA ----------------------- Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Partners Garden City Family Housing, L.P.
We have audited the accompanying balance sheets of Garden City Family Housing, L.P. (a Missouri limited partnership) FMHA Case No. : 29-019-431455031 as of December 31, 1993 and 1992, and the related statements of loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnerships management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Garden City Family Housing, L.P. as of December 31, 1993 and 1992, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Braunsdorf, Carlson and Clinkinbeard, CPA'S, P.A. Topeka, Kansas February 4, 1994 15336A JAMES KNUTZEN & ASSOCIATES, C.P.A's, PA. SUITE 230 3100 UNIVERSITY BOULEVARD SOUTH JACKSONVILLE, FLORIDA 32216 (904) 725-5832 FAX (904) 727-6835
James Knutzen, C.P.A., M.B.A MEMBER OF AMERICAN Christina E. Gibson, C.P.A. AND FLORIDA INSTITUTES OF Raju Iyer, C.P.A. CERTIFIED PUBLIC ACCOUNTANTS Gregory Korn, C.P.A. Todd Middlemas, C.P.A. Wilson Trammell, C.P.A.
INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Partners of Immokalee RRH, Ltd.
We have audited the accompanying balance sheets of Immokalee RRH, Ltd. (a Florida Limited Partnership), FMHA Project No.:09-11-263201371 as of December 31, 1995 and 1994, and the related statements of operations, partners, equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership' s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards 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 Immokalee RRH, Ltd. (a Florida Limited Partnership) as of December 31, 1995 and 1994, and the results of its operations, partners' equity (deficit), and cash flows for the years then ended in conformity with generally accepted accounting principles.
JAMES KNUTZEN & ASSOCIATES C.P.A.'S, P.A.
To the Partners of Immokalee RRH, Ltd. Page Two
In accordance with Government Auditing Standards, we have also issued a report dated February 15, 1996 on our consideration of Immokalee RRH, Ltd.'s internal control structure and a report dated February 15, 1996 on its 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 additional information on pages 14 - 17 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.
JAMES KNUTZEN & ASSOCIATES, C.P.A.'S, P.A.
Jacksonville, Florida February 15, 1996
BRAUNSDORF, CARLSON AND CLINKINBEARD CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL ASSOCIATION
990 SW Fairlawn Topeka, Kansas 66606-2384 (913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA Gerry F. Carlson, CPA Marge S. Carlson, CPA Steve Clinkinbeard, CPA Douglas W. Glenn, CPA David N. Allison, CPA Cynthia A. Henley, CPA Michael E. Ruhlman, CPA Royce C. Janssen, CPA D. Thad Sullivan, CPA Cheryl J. Page, CPA Kirk W. Wiesner, CPA Denise J. Peterson, CPA - ------------------------ Steven A. Ridpath, CPA Edward D. Fenton, Principal Michael D. Schirmer,CPA James R. Showalter, CPA ----------------------- Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFILP PUBLIC ACCOUNTANTS - -------------------------------------------------- To the Partners Marionville III Family Housing, L.P.
We have audited the accompanying balance sheets of Marionville III Family Housing, L.P. (a Missouri limited partnership) FMHA Case No. : 29-055-431450564 as of December 31, 1993 and 1992, and the related statements of loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnerships management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Marionville III Family Housing, L.P. as of December 31, 1993 and 1992, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Braunsdorf, Carlson and Clinkinbeard, C.P.A.'s, P.A. Topeka, Kansas February 2, 1994 15340A
ZINER & COMPANY, P.C. Certified Public Accountants
INDEPENDENT AUDITORS' REPORT - ----------------------------
To the Partners of 300 Shawmut Avenue Limited Partnership
We have audited the accompanying balance sheets of 300 Shawmut Avenue Limited Partnership (a Massachusefts limited partnership) as of December 31, 1995 and 1994 and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, 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 300 Shawmut Avenue Limited Partnership as of December 31, 1995 and 1994, and the results of its operations, its changes in partners' equity and its cash flows for the years then ended in conformity with generally accepted accounting principles.
January 9, 1996
HUNTER & ADAMS, P.A. Certified Public Accountants 4217 Baymeadows Road Suite 2 Jacksonville, Florida 32217 (904) 367-0852 Fax (904) 731-0352
INDEPENDENT AUDITOR'S REPORT - ---------------------------- To the Partners Liberty Center, Ltd.
We have audited the accompanying balance sheet of Liberty Center, Ltd. as of December 31, 1994 and 1993, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Liberty Center, Ltd. as of December 31, 1994 and 1993, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles.
March 15, 1995 CURTIS W. CHRISTENSEN & CO. Certified Public Accountants 109 South Main Street Sheridan, Wyoming 82801
Sheridan (307) 674-6609 Fax # (307) 674-7017
John P. Croff, C.P.A. 1922-1974 J. Gordon Macalister, C.P.A. 1916-1978 - -------------------------------------- Curtis W. Christensen, C.P.A. Steven W. Rucki, C.P.A.
INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Partners Platteville Apartments, A Limited Partnership Sheridan, Wyoming 82801
We have audited the accompanying balance sheets of Platteville Apartments, A Limited Partnership, as of December 31, 1994 and 1993, and the related statements of operations and changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the company'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 Platteville Apartments, A Limited Partnership as of December 31, 1994 and 1993, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
CURTIS W. CHRISTENSEN & CO.
our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 16 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
Curtis W. Christensen & Co. Certified Public Accountants Sheridan, Wyoming January 31, 1995
CURTIS W. CHRISTENSEN & CO. Certified Public Accountants 109 South Main Street Sheridan, Wyoming 82801
Sheridan (307) 674-6609 Fax # (307) 674-7017
John P. Croff, C.P.A. 1922-1974 J. Gordon Macalister, C.P.A. 1916-1978 - -------------------------------------- Curtis W. Christensen, C.P.A. Steven W. Rucki, C.P.A.
INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Partners Belen Apartments, A Limited Partnership Sheridan, Wyoming 82801
We have audited the accompanying balance sheets of Belen Apartments, A Limited Partnership, as of December 31, 1994 and 1993, and the related statements of operations, Partners, equity and cash flows for the years then ended. These financial statements are the responsibility of the 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 Belen Apartments, A Limited Partnership as of December 31, 1994 and 1993 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
CURTIS W. CHRISTENSEN & CO. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 15 and 16 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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.
Curtis W. Christensen & Co. Certified Public Accountants Sheridan, Wyoming January 31, 1995
CURTIS W. CHRISTENSEN & CO. Certified Public Accountants 109 South Main Street Sheridan, Wyoming 82801
Sheridan (307) 674-6609 Fax # (307) 674-7017
John P. Croff, C.P.A. 1922-1974 J. Gordon Macalister, C.P.A. 1916-1978 - -------------------------------------- Curtis W. Christensen, C.P.A. Steven W. Rucki, C.P.A.
INDEPENDENT AUDITORS' REPORT - ---------------------------- To the Partners Kersey Apartments, A Limited Partnership Sheridan, Wyoming 82801
We have audited the accompanying balance sheets of Kersey Apartments, A Limited Partnership as of December 31, 1994 and 1993 and the related statements of operations, partners, equity and cash flows for the years then ended. These financial statements are the responsibility of the 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 Kersey Apartments, A Limited Partnership as of December 31, 1994 and 1993 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
CURTIS W. CHRISTENSEN & CO. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 15 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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.
Curtis W. Christensen & Co. Certified Public Accountants Sheridan, Wyoming January 31, 1995
BRAUNSDORF, CARLSON AND CLINKINBEARD CERTIFIED PUBLIC ACCOUNTANTS A PROFESSIONAL ASSOCIATION
990 SW Fairlawn Topeka, Kansas 66606-2384 (913) 272-3176 Fax (913) 272-2903
David L. Braunsdorf, CPA Gary D. Basom, CPA Gerry F. Carlson, CPA Marge S. Carlson, CPA Steve Clinkinbeard, CPA Douglas W. Glenn, CPA David N. Allison, CPA Cynthia A. Henley, CPA Michael E. Ruhlman, CPA Royce C. Janssen, CPA D. Thad Sullivan, CPA Cheryl J. Page, CPA Kirk W. Wiesner, CPA Denise J. Peterson, CPA - ------------------------ Steven A. Ridpath, CPA Edward D. Fenton, Principal Michael D. Schirmer,CPA James R. Showalter, CPA ----------------------- Douglas K. Stacken, ISC
REPORT OF INDEPENDENT CERTIFILP PUBLIC ACCOUNTANTS - -------------------------------------------------- To the Partners Nebraska City Senior Housing, A Limited Partnership
We have audited the accompanying balance sheets of Nebraska City Senior Housing, A Limited Partnership (a Nebraska limited partnership) Case No. : 32-066-480999989 as of December 31, 1993 and 1992, and the related statements of loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform an 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 Nebraska City Senior Housing, A Limited Partnership as of December 31, 1993 and 1992, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Braunsdorf, Carlson and Clinkinbeard, CPA'S, P.A. Topeka, Kansas January 29, 1994 15332A MUELLER & WALLA, P.C. Certified Public Accountants 10714 MANCHESTER ROAD SUITE 202 KIRKWOOD, MISSOURI 63122 (314) 822-6575
INDEPENDENT AUDITORS' REPORT - ----------------------------
The Partners Fredericktown Associates II, L.P. Fredericktown, Missouri
We have audited the accompanying balance sheets of Fredericktown Associates II, L.P. (a limited partnership) as of December 31, 1994 and 1993, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fmancial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall fmancial 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 Fredericktown Associates II, L.P. as of December 31, 1994 and 1993, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information included on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the 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.
Mueller & Walla, P.C. Certified Public Accountants
February 1, 1995
MCMAHON, O'POLKA GUELCHER & ASSOCIATES, INC.
Certified Public Accountants Erie, Meadville, Franklin
516 West Tenth Street Erie, Pennsylvania 16502-1352 (814) 459-1445 FAX 459-1924
INDEPENDENT AUDITOR'S REPORT - ----------------------------
To the Partners Blairview Associates Limited Partnership d/b/a/ Blairview Apartments
We have audited the accompanying balance sheets of Blairview Associates Limited Partnership d/b/a Blairview Apartments ("Blairview"), FmHA Project No.: 44-032-221552215, as of December 31, 1993 and 1992, and the related statements of operations and partners' equity, and cash flows for the years then ended. Our 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 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 Blairview as of December 31, 1993 and 1992, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
MCMAHON, O'POLKA, GUELCHER & ASSOCIATES, INC.
Erie Pennsylvania February 15, 1994
American Affordable Housing II Limited Partnership
BALANCE SHEETS
March 31, 1996 and 1995
1996 1995 ---- ----
ASSETS
INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A, D and E) $4,153,171 $5,214,921
OTHER ASSETS Cash 34,944 26,751 Note receivable (note C) 78,875 95,375 Other assets 7,849 7,849 --------- --------- $4,274,839 $5,344,896 ========= =========
LIABILITIES AND PARTNERS' CAPITAL
LIABILITIES Due to affiliates (note B) $3,133,894 $2,643,572 Accounts payable 3,500 471 --------- ---------
3,137,394 2,644,043 --------- --------- PARTNERS' CAPITAL (note A) Limited Partners Units of limited partnership interest consisting of 50,000 authorized units, $1,000 stated value per unit; issued and outstanding, 26,501 units 1,355,977 2,903,751
General Partners (218,532) (202,898) --------- --------- 1,137,445 2,700,853 --------- --------- $4,274,839 $5,344,896 ========= =========
See notes to financial statements - - American Affordable Housing II Limited Partnership
STATEMENTS OF OPERATIONS
Years ended March 31, 1996 and 1995
1996 1995 1994
---- ---- ---- Income Interest income $ 783 $ 520 $ 223 Miscellaneous income - 1,650 1,050 ---------- ---------- ---------- 783 2,170 1,273 ---------- ---------- --------- Share of losses from operating limited partnerships (note A) (1,047,309) (1,392,030) (1,579,365)
Expenses Professional fees 39,192 35,661 28,268 Amortization (note A) - - 1,624 General and administrative expense (note B) 16,661 15,997 11,293 Asset management fee (note B) 461,029 451,449 459,481 ---------- ---------- ---------- (1,564,191) (1,895,137) (2,080,031) ---------- ---------- ----------
NET LOSS $(1,563,408) $(1,892,967) $(2,078,758) ========== ========== ==========
Net loss allocated to general partners $(15,634) $(18,930) $(20,788) ======= ======= =======
Net loss allocated to limited partners $(1,547,774) $(1,874,037) $(2,057,970) ========== ========== ==========
Net loss per unit of limited partnership interest $ (58.40) $(70.72) $(77.66) ====== ====== ======
See notes to financial statements
- - American Affordable Housing II Limited Partnership
STATEMENTS OF CHANGES IN PARTNERS' CAPITAL
Years ended March 31, 1996, 1995 and 1994
Limited General Partners Partners Total -------- -------- -----
Partners' capital, March 31, 1993 $6,835,758 $(163,180) $6,672,578
Net loss (2,057,970) (20,788) (2,078,758) --------- -------- --------- Partners' capital, March 31, 1994 4,777,788 (183,968) 4,593,820
Net loss (1,874,037) (18,930) (1,892,967) --------- -------- --------- Partners' capital, March 31, 1995 2,903,751 (202,898) 2,700,853
Net loss (1,547,774) (15,634) (1,563,408) --------- -------- --------- Partners' capital, March 31, 1996 $1,355,977 $(218,532) $1,137,445 ========= ======= =========
See notes to financial statements
- - American Affordable Housing II Limited Partnership
STATEMENTS OF CASH FLOWS Years ended March 31, 1996, 1995 and 1994
1996 1995 1994 ---- ---- ---- Cash flows from operating activities Net loss $(1,563,408)$(1,892,967)$(2,078,758) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Cash flows from operating limited partnerships 14,441 7,560 7,388 Share of losses from operating limited partnerships 1,047,309 1,392,030 1,579,365 Amortization - - 1,624 Increase in accounts payable 3,029 471 - Increase in due to affiliates 490,322 601,411 481,345 ---------- ---------- ---------- Net cash provided by (used in) operating activities (8,307) 108,505 (9,036) ---------- ---------- ---------- Cash flows from investing activities Repayment of tax credit adjusters by operating limited partnerships - - 20,857 Advance to an operating limited partnership - (100,375) - Repayment by an operating limited partnership 16,500 5,000 - ---------- ---------- ---------- Net cash provided by (used in) investing activities 16,500 (95,375) 20,857 ---------- ---------- ---------- NET INCREASE IN CASH 8,193 13,130 11,821 Cash, beginning 26,751 13,621 1,800 ---------- ---------- ---------- Cash, ending $ 34,944 $ 26,751 $ 13,621 ========== ========== ========== Supplemental schedule of noncash investing and financing activities
The partnership has increased its investments in operating limited partnerships for amounts required to be reversed by the operating limited partnerships for low income tax credits not generated by the operating limited partnerships $ - $(20,857) $ - ======= ======= =======
See notes to financial statements - - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS
March 31, 1996, 1995 and 1994
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
American Affordable Housing II Limited Partnership (the "partnership") was ormed under the laws of the Commonwealth of Massachusetts on May 13, 1987, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating limited partnerships which were established to acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated apartment complexes which qualify for the Low-Income Housing Tax Credit established by the Tax Reform Act of 1986. Certain of the apartment complexes may also qualify for the Historic Rehabilitation Tax Credit for their rehabilitation of certified historic structures; accordingly, the apartment complexes are restricted as to rent charges and operating methods and are subject to the provisions of Section 42(g)(2) of the Internal Revenue Code relating to the rehabilitation investment credit. The general partners of the partnership are Boston Capital Associates Limited Partnership and Boston Capital Associates.
In accordance with the limited partnership agreement, profits, losses and cash flow (subject to certain priority allocations and distributions) and tax credits are allocated 99% to the limited partners and 1% to the general partners.
Pursuant to the Securities Act of 1933, the partnership filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective September 21, 1987, which covered the offering (the "Public Offering") of the partnership's units of limited partnership interest, as well as the units of limited partnership interest offered by American Affordable Housing I, III, IV and V Limited Partnerships. The partnership registered 50,000 units of limited partnership interest at $1,000 each unit for sale to the public. During 1988, the partnership sold 26,501 units of limited partnership interest, representing $26,501,000 of capital contributions.
Organization Costs - ------------------
Organization costs were amortized on the straight-line method over sixty months.
Investments in Operating Limited Partnerships - ---------------------------------------------
The partnership accounts for its investments in operating limited partnerships using the equity method of accounting. Under the equity method of accounting, the partnership adjusts its investment cost for its share of each operating partnership's results of operations and for any distributions received or accrued. However, the partnership recognizes an individual operating
- - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
31, 1996, 1995 and 1994
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
partnership's losses only to the extent of capital contributions and acquisition expenses. Unrecognized losses will be suspended and offset againstfuture individual operating partnerships' income.
Income Taxes - ------------
No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually.
Fiscal Year - -----------
For financial reporting purposes, the partnership uses a March 31 year-end, whereas for income tax reporting purposes, the partnership uses a calendar year. The operating limited partnerships use a calendar year for both financial and income tax reporting.
Net Loss per Unit of Limited Partnership Interest - -------------------------------------------------
Net loss per unit of limited partnership interest is calculated based upon the number of units outstanding. For each of the three years in the period ended March 31, 1996, 26,501 units were outstanding.
Use of Estimates - ----------------
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Recent Accounting Statements Not Yet Adopted - --------------------------------------------
In March 1995, the FASB issued SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." SFAS No. 121 is effective for financial statements issued for fiscal years beginning after December 15, 1995, with earlier application permitted. SFAS No. 121 addresses
- -
American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
the accounting for long-lived assets and certain identifiable intangibles to be held and used by an entity to be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The partnership will adopt SFAS No. 121 on April 1, 1996, as required. Adopting SFAS No. 121 is not expected to have a significant effect on the partnership's financial statements.
NOTE B - RELATED PARTY TRANSACTIONS
During the years ended March 31, 1996, 1995 and 1994, the partnership entered into several transactions with various affiliates of the general partners, including Boston Capital Partners, Inc. and Boston Capital Communications Limited Partnership, as follows:
General and administrative expenses of $3,665, $931 and $1,079 incurred by Boston Capital Communications Limited Partnership and Boston Capital Partners, Inc. were charged to operations during the years ended March 31, 1996, 1995 and 1994, respectively. At March 31, 1996 and 1995, the unpaid general and administrative expenses totaled $17,954 and $16,473, respectively.
During the year ended March 31, 1995, Boston Capital Partners advanced the partnership $34,042 in order to fund professional fees and obligations. The advance is noninterest-bearing and due on demand. This amount remains payable at March 31, 1996 and 1995. During the years ended March 31, 1996 and 1995, Boston Capital Communications Limited Partnership advanced the partnership $34,100 and $10,015, respectively, in order to fund professional fees and obligations. In addition, during the year ended March 31, 1995, Boston Capital Communications Limited Partnership advanced the partnership $100,375 in order to fund an advance made to an operating limited partnership as more fully described in note C. The partnership repaid the affiliate $16,500 and $5,000 during the fiscal year ended March 31, 1996, and 1995, respectively. At March 31, 1996 and 1995, due to affiliates includes $122,990 and $105,390. The advance is noninterest-bearing and due on demand.
An annual asset management fee based on 0.5 percent of the aggregate cost of all apartment complexes acquired by the operating limited partnerships has been accrued as payable to Boston Capital Communications Limited Partnership. The aggregate cost is comprised of the capital contributions made by the partnership to the operating limited partnership and 99% of the permanent financing at the operating limited partnership level. At March 31, 1996 and 1995, the unpaid asset management fees totaled $2,958,908 and $2,487,667,
- - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE B - RELATED PARTY TRANSACTIONS (Continued)
respectively. The fee is payable without interest as sufficient funds become available. The asset management fees charged to operations during the years ended March 31, 1996, 1995 and 1994 were $471,241, $471,241 and $471,241, respectively, which are netted with reporting fees paid by the operating limited partnerships. For the years ended March 31, 1996, 1995 and 1994, the amount of reporting fees paid by the operating limited partnership was $10,212, $19,792 and $11,760, respectively.
NOTE C - NOTE RECEIVABLE
Note receivable consists of an advance made to an operating limited partnership during the fiscal year ended March 31, 1995 in the original amount of $100,375. Annual payments of principal and interest shall be made from available cash flow. The note is secured by a second mortgage on the property owned by the operating limited partnership, which bears interest at 6% per annum and is due December 31, 1997. During the fiscal year ended March 31, 1996 and 1995, $16,500 and $5,000, respectively, was repaid and $78,875 remains payable at March 31, 1996. The carrying amount of the note receivable approximates fair value as of March 31, 1996.
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS
At March 31, 1996 and 1995, the partnership has limited partnership equity interests in 50 and 51 operating limited partnerships, respectively, which own apartment complexes. During September 1995, the partnership disposed of their limited partnership interest in one of the operating limited partnerships.
Under the terms of the partnership's investment in each operating limited partnership, the partnership was required to make capital contributions to the operating limited partnerships. These contributions were payable in installments over several years upon each operating limited partnership achieving specified levels of construction and/or operations. All contributions have been made to the operating limited partnerships as of March 31, 1996 and 1995. The partnership has no further obligation to make any additional contributions.
- - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The partnership's investments in operating limited partnerships at March 31, 1996 and 1995 are summarized as follows:
1996 1995 ---- ---- Capital contributions paid to operating limited partnerships, net of tax credit adjusters of $213,468 and $213,468, respectively $19,473,665 $19,473,665
Acquisition costs of operating limited partnerships 2,492,705 2,492,705 Cumulative losses from operating limited partnerships (17,755,545)(16,708,236) Cumulative distributions from operating limited partnerships (57,654) (43,213) ---------- ----------
Investment per balance sheet 4,153,171 5,214,921
Acquisition costs not included in net assets of operating limited partnerships (122,748) (124,060) Loss from operating limited partnerships of $253,315 and $875,460 for the three months ended March 31, 1990 and 1989 which the operating limited partnerships have not included in partners' capital 1,128,775 1,128,775 Tax credit adjusters not accounted for in net assets of operating limited partnerships (121,349) (121,349) Cumulative losses of operating limited partnerships not recognized under the equity method of accounting (3,233,770) (3,334,984) Other adjustments (193,307) (84,298) ---------- ---------- Equity per operating limited partnerships' combined financial statements $ 1,610,772 $ 2,679,005 ========== ==========
- -
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized balance sheets of the operating limited partnerships at December 31, 1995 and 1994 are as follows:
COMBINED SUMMARIZED BALANCE SHEETS
1995 1994 ---- ----
ASSETS
Buildings and improvements, net of accumulated depreciation of $22,649,944 and $20,818,360 $67,449,252 $74,867,469
Land 4,449,946 5,358,612
Other assets 5,561,997 6,005,243 ---------- ----------
$77,461,195 $86,231,324 ========== ==========
LIABILITIES AND PARTNERS' CAPITAL
Mortgages payable $69,864,238 $76,206,951
Accounts payable and accrued expenses 2,614,244 2,573,529
Other liabilities 2,238,330 3,296,296 ---------- ---------- 74,716,812 82,076,776 ---------- ---------- PARTNERS' CAPITAL American Affordable Housing II Limited Partnership 1,610,772 2,679,005
Other partners 1,133,611 1,475,543 ---------- ----------
2,744,383 4,154,548 ---------- ----------
$77,461,195 $86,231,324 ========== ==========
- - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued)
The combined summarized statements of operations of the operating limited partnerships for the years ended December 31, 1995, 1994 and 1993 are as follows:
COMBINED SUMMARIZED STATEMENTS OF OPERATIONS
1995 1994 1993 ---- ---- ---- Revenue Rental $ 9,835,175 $11,419,864 $11,575,619 Interest and other 551,831 580,081 443,388 ---------- ---------- ----------
10,387,006 11,999,945 12,019,007 ---------- ---------- ---------- Expenses Interest 3,215,662 4,848,518 5,513,152 Depreciation and amortization 3,054,807 3,288,332 3,381,066 Taxes and insurance 1,458,100 1,449,573 1,497,092 Repairs and maintenance 1,707,222 1,425,577 1,312,835 Operating expenses 3,491,717 3,885,811 3,371,740 ---------- ---------- ----------
12,927,508 14,897,811 15,075,885 ---------- ---------- ----------
NET LOSS $(2,540,502)$(2,897,866)$(3,056,878) ========== ========== ========== Net loss allocated to American Affordable Housing II Limited Partnership* $(2,342,459)$(2,765,480)$(2,313,872) ========== ========== ==========
Net loss allocated to other partners $(198,043) $(132,386) $(743,006) ======== ======== ========
* Amounts include $1,295,150, $1,373,450 and $734,507 for the years ended December 31, 1995, 1994, and 1993, respectively, of loss not recognized under the equity method of accounting as described in note A.
- - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO TAX RETURN
The partnerships' net loss for financial reporting and tax return purposes is reconciled as follows:
Year ended March 31, -------------------- 1996 1995 1994 ---- ---- ---- Net loss for financial reporting purposes $(1,563,408)$(1,892,967)$(2,078,758)
Operating limited partnership rents received in advance 2,695 - (185)
Related party expenditures 78,092 87,804 42,601
Asset management fee not deductible for tax purposes until paid 452,569 471,241 471,241
Excess of tax depreciation over book depreciation on operating limited partnership assets (435,751) (404,280) (368,987)
Difference due to fiscal year for book purposes and calendar year for tax purposes 463,144 20,334 41,058
Operating limited partnership net loss not allowed for financial reporting under equity method (1,295,150) (1,373,450) (734,507)
Suspended losses removed upon disposition of investment in operating limited partnership 1,396,364 - -
Other 360,055 (24,378) 204,793 ---------- ---------- ----------
Net loss for income tax purposes $ (541,390)$(3,115,696)$(2,422,744) ========== ========== ==========
- - American Affordable Housing II Limited Partnership
NOTES TO FINANCIAL STATEMENTS - CONTINUED
March 31, 1996, 1995 and 1994
NOTE E - RECONCILIATION OF FINANCIAL STATEMENT NET LOSS TO TAX RETURN (Continued)
The differences between the investments in operating limited partnerships for tax purposes and financial statement purposes are primarily due to the differences in the losses not recognized under the equity method of accounting, the three-month period due to fiscal year reporting and the historic tax credits taken for income tax purposes. At March 31, 1996 and 1995, the differences are as follows:
1996 1995 ---- ---- Investment in operating limited partnerships - tax basis $ 476,911 $ 986,082
Add back cumulativelosses not recognized under the equity method 3,233,770 3,334,984
Estimated share of loss of $253,315 and $875,460 for the three months ended March 31, 1990 and 1989 due to fiscal year reporting (1,128,775)(1,128,775)
Historic tax credits - cumulative 623,566 623,566
Other 947,699 1,399,064 --------- ---------
Investment in operating limited partnerships - as reported $4,153,171 $5,214,921 ========= =========
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FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP
DECEMBER 31, 1995 AND 1994
C O N T E N T S
PAGE
INDEPENDENT AUDITORS' REPORT 3
FINANCIAL STATEMENTS
BALANCE SHEETS 4-5
STATEMENT OF OPERATIONS 6
STATEMENT OF PARTNERS' EQUITY (DEFICIT) 7
STATEMENT OF CASH FLOWS 8
NOTES TO FINANCIAL STATEMENTS 9-14
SUPPLEMENTAL INFORMATION SCHEDULES OF RENTING, ADMINISTRATIVE, OPERATING, MAINTENANCE, TAXES AND INSURANCE, AND INTEREST EXPENSE 15-17 ALLARD, ALLARD, TRIGGS & COMPANY, P.C. CERTIFIED PUBLIC ACCOUNTANTS 259 PAGE BOULEVARD SPRINGFIELD, MASSACHUSETTS 01104 ------ TELEPHONE: (413) 785-1414 FAX: (413) 739-9618 COLLEEN E. ALLARD, C.P.A. ROGER D. ALLARD, C.P.A. BARRY W. CROWLEY, C.P.A. MARTIN R. TRIGGS, C.P.A. - 1947-1980
INDEPENDENT AUDITORS' REPORT
To the Partners Riverplace Apartments Limited Partnership
We have audited the accompanying balance sheet of Riverplace Apartments Limited Partnership as of December 31, 1995 and 1994 and the related statements of operations, partners' equity, and cash flows for the years then ended. The financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riverplace Apartments Limited Partnership as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary schedules on pages 13-15 are presented only for analysis purposes and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements. All information included in the schedules is the representation of the management of Riverplace Apartments Limited Partnership. We did not become aware of any material modifications that should be made to this supplementary information.
January 31, 1996
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP BALANCE SHEETS DECEMBER 31, 1995 AND 1994
ASSETS 1995 1994 CURRENT ASSET ---- ---- Cash $ 1,087 $ 8,764 Accounts Receivable - Tenants 9,026 6,950 Accounts Receivable Subsidy 23,838 19,755 Miscellaneous Receivable 721 1,984 Prepaid Insurance 22,473 14,375 --------- --------- Total Current Assets 57,145 51,828 --------- --------- RESTRICTED DEPOSITS AND FUNDED RESERVES Tenants' Security Deposits 14,209 16,355 Replacement Reserve Escrow 459 25,547 --------- --------- 14,668 41,902 --------- --------- RENTAL PROPERTY - AT COST Buildings 6,361,051 6,361,051 Furniture and Equipment 343,669 290,604 Motor Vehicles 1,063 --------- --------- 6,705,783 6,651,655 Less Accumulated Depreciation 1,282,153 1,096,806 --------- --------- 5,423,630 5,554,849 --------- --------- Land 175,260 175,260 --------- --------- OTHER ASSETS Organization Costs, Less Accum. Amort. of $90,795 (1995) and $87,646 (1994) 49,729 52,878 --------- --------- $5,720,432 $5,876,717 ========= =========
The accompanying notes are an integral part of these statements. RIVERPLACE APARTMENTS LIMITED PARTNERSHIP BALANCE SHEETS DECEMBER 31, 1995 AND 1994
LIABILITIES AND PARTNERS' EQUITY
1995 1994 CURRENT LIABILITIES ---- ---- Accounts Payable - Trade $ 116,039 $ 53,598 Current Maturities of Long-Term Debt 53,500 53,500 Accrued Expenses 68,438 63,384 --------- --------- Total Current Liabilities 237,977 170,482 --------- --------- DEPOSIT LIABILITY Tenants' Security Deposits 12,381 12,479 --------- --------- LONG-TERM LIABILITIES Mortgage Payable 4,251,693 4,304,403 Less Current Maturities ( 53,500) ( 53,500) --------- --------- 4,198,193 4,250,903 --------- --------- Due To Related Parties 67,808 42,294 --------- --------- Total Liabilities 4,516,359 4,476,158
PARTNERS' EQUITY 1,204,073 1,400,559 --------- --------- $5,720,432 $5,876,717 ========= =========
The accompanying notes are an integral part of these statements. RIVERPLACE APARTMENTS LIMITED PARTNERSHIP STATEMENT OF OPERATIONS DECEMBER 31, 1995 AND 1994
1995 1994 Revenue ---- ---- Rents $ 1,054,100 $ 1,118,132 Laundry and Miscellaneous Income 4,518 1,716 Interest Income 997 1,804 --------- --------- 1,059,615 1,121,652 --------- --------- Expenses Renting 6,849 3,617 Administrative 83,578 82,645 Management Fee 63,164 67,192 Operating 279,930 230,260 Maintenance 87,237 58,234 Taxes 13,289 31,802 Insurance 105,704 89,960 Interest on Mortgage 427,638 432,930 Other Interest 216 179 Depreciation and Amortization 188,496 183,455 --------- --------- 1,256,101 1,180,274 --------- --------- Net Loss From Rental Operations $( 196,486)$( 58,622) ========= =========
The accompanying notes are an integral part of these statements.
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP STATEMENT OF PARTNERS' EQUITY DECEMBER 31, 1995 AND 1994
General Limited Total Partners Partner ----- -------- -------
Partners' Equity $ 960,438 $ 24,068 $ 936,370
Payment Of Subscription Receivable 1,216,000 1,216,000
Distributions (Note F) ( 28,736) ( 4,073) ( 24,663)
Cumulative Net (Loss) ( 554,979) ( 5,550) ( 549,429) --------- ------- --------- Partners' Equity December 31, 1993 1,592,723 14,445 1,578,278
Distributions ( 133,542) (133,542)
Net (Loss) 1994 (Note G) ( 58,622) ( 586) ( 58,036) --------- ------- --------- Partners' Equity December 31, 1994 1,400,559 (119,683) 1,520,242
Net (Loss) 1995 (Note G) ( 196,486) ( 1,965) ( 194,521) --------- ------- --------- Partners' Equity December 31, 1995 $ 1,204,073 $(121,648) $ 1,325,721 ========= ======= =========
Percentage (Note F) 100% 1% 99% ==== ==== ====
The accompanying notes are an integral part of these statements.
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP STATEMENT OF CASH FLOWS YEARS ENDED DECEMBER 31, 1995 AND 1994 1995 1994 ---- ---- Cash Flow From Operating Activities Net Loss $(196,486) $( 58,622) Adjustments to Reconcile Net Loss to Net Cash Provided (Used) By Operating Activities Depreciation 185,347 180,306 Amortization 3,149 3,149 (Increase) Decrease in Accounts Receivable - Tenant ( 2,076) ( 3,094) (Increase) Decrease in Accounts Receivable - Subsidy ( 4,083) 55,017 (Increase) Decrease in Miscellaneous Receivables 1,263 ( 869) (Increase) Decrease in Prepaid Insurance ( 8,098) ( 1,604) Increase (Decrease) in Accounts Payable 62,441 37,526 Increase (Decrease) in Accrued Expenses 5,054 5,099 Net Security Deposits Received (Paid) 2,048 ( 762) ------- ------- Net Cash Provided (Used) by Operating Activities 48,559 216,146 ------- ------- Cash Flows From Investing Activities Deposits To Reserve For Replacements ( 21,775) ( 62,584) Withdrawals From Reserves 46,863 106,527 Purchase of Fixed Assets ( 54,128) ( 35,378) ------- ------- Net Cash Used in Investing Activities ( 29,040) 8,565 ------- ------- Cash Flows From Financing Activities Increase (Decrease) in Related Party Debt 25,514 ( 81,142) Repayment of Long-Term Debt ( 52,710) ( 50,767) Distribution to General Partners (133,542) ------- ------- Net Cash Provided by (Used In) Financing Activities ( 27,196) (265,451) ------- ------- Net Increase (Decrease) in Cash Equivalents ( 7,677) ( 40,740) Cash and Equivalents, Beginning of Year 8,764 49,504 ------- ------- Cash and Equivalents, End of Year $ 1,087 $ 8,764 ======= ======= Supplemental Schedule of Cash Flow Information: Cash Paid During The Year For Interest $ 428,299 $ 433,510 ======= ======= The accompanying notes are an integral part of these statements. RIVERPLACE APARTMENTS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 1995
NOTE A - SUMMARY OF ACCOUNTING POLICIES
A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows.
Capitalization and Depreciation - -------------------------------- Land, buildings and improvements are recorded at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over their estimated service lives using the straight-line method. Improvements are capitalized, while expenditures for maintenance and repairs are charged to expense as incurred. Upon disposal of depreciable property, the appropriate property accounts are to be reduced by the related costs and accumulated depreciation. The resulting gains and losses are to be reflected in the statement of operations.
Amortization - ------------ Mortgage costs are amortized above the term of the mortgage loan using the effective interest method.
Pre-opening and organization costs are amortized over sixty months using the straight-line method.
Income Taxes - ------------ No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners individually.
NOTE B - ORGANIZATION
Riverplace Apartments Limited Partnership was organized under the laws of the State of Massachusetts on March 11, 1988, for the purpose of acquiring and operating a 100-unit low income residential apartment project known as Riverplace Apartments Limited Partnership located in Holyoke, Massachusetts at:
292-298 Elm Street 22-24 Northeast Street 298-300 Chestnut Street 532 South Bridge Street 302-304 Chestnut Street 527 South Summer Street 82-82 1/2 Park Street 177-185 West Street 44 Lyman Street
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1995
NOTE C - PARTNERS' CAPITAL CONTRIBUTIONS
The partnership has three general partners - Mark A. Berezin, Herbert G. Berezin, and Stephen L. Berezin, and one investor limited partner - American Affordable Housing II Limited Partnership. As of December 31, 1995 and 1994, each general partner and the investor limited partner have made capital contributions of $3 and $2,186,118 respectively.
NOTE D - LONG-TERM DEBT
Long-Term Debt - -------------- The mortgage loan is $4,500,000 with interest and principal payable for 30 years. The interest rate for the first 3 years after the conversion date shall be the greater of the 3 year United States Treasury Note Rate in Effect on the conversion date plus 2.5% per annum or 10% per annum. The rate shall be adjusted every 3 years to a rate equal to 2.5% plus the then 3 year treasury note rate in effect. The current interest rate is 10%.
The partnership buildings are pledged as collateral for the mortgage.
The mortgage loan is nonrecourse debt by deeds of trust on the related real estate.
Aggregated maturities of long-term debt for the next five years are as follows:
1996 $ 53,500 1997 $ 55,500 1998 $ 57,500 1999 $ 59,500 2000 $ 61,500
In accordance with the Housing Authority agreement, a reserve for replacements is to be funded $21,143 annually. In 1995, the account was funded $21,775 including interest.
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1995
NOTE E - TRANSACTIONS WITH THE AFFILIATES AND RELATED PARTIES
Acquisition Costs - ----------------- The partnership acquired land and buildings for $1,732,802 in 1988, from a partnership owned by the general partners. These costs have been capitalized into the basis of the real estate.
Management Fees - --------------- In accordance with the partnership agreement, the partnership paid Marken Properties, Inc., a related party of general partners, management fees of $63,164 and $67,192 in 1995 and 1994 for services rendered in connection with the leasing and operation of the project. The fee for its services is equal to approximately 6% of the project's rental income.
Annual Investor Service Fee - --------------------------- An annual investor service fee of $5,500 is payable to Boston Capital Communication, Inc., an affiliate of American Affordable Housing II Limited Partnership, an investor limited partner which holds a 99% interest in the partnership, for services to be rendered in reporting to the investor limited partner. For the years ended December 31, 1995 and 1994, $5,500 was charged to operations.
Development Fee - --------------- The partnership has incurred and paid a development fee of $1,596,410 to HMSB Inc., a corporation wholly owned by the general partners, for services rendered to the partnership for overseeing the construction of the project.
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS (CONTINUED) DECEMBER 31, 1995
NOTE E - TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)
Amounts Due to Related Parties - ------------------------------ Amounts due to related parties and affiliates at December 31, 1995 and 1994, are as follows: 1995 1994 ---- ---- Interstate Plumbing and Heating Inc., related party of the general partners, for operating supplies. 9,413 9,367
Hampden Contractors Inc., a related party of the general partners for oil and heating contract service. 21,612 13,874
Marken Properties Inc., a related party of the general partners for management fees and general administrative expense. 36,783 19,053 ------- ------- $ 67,808 $ 42,294 ======= =======
The three limited partners own 100% of the outstanding stock of several companies which provide services to the project, including management of the premises. During 1995, the total amount paid or accrued by the partnership to the related parties for goods and services approximated $182,880.
NOTE F - PARTNERSHIP PROFITS AND LOSSES AND DISTRIBUTIONS
All profits and losses prior to the first date on which an investor limited partner was admitted were allocated 1% to the general partners and 99% to the special limited partner capital. Upon admission of the additional limited partner, the interest of the special limited partner was reduced to zero. Distributable cash flow is payable annually, first to the payment of the investor service fee, next to any accrued and unpaid annual Partnership Management fee and next 50% to the Investment Limited Partners and 50% to the General Partners.
Distributable cash flow is defined in the partnership agreement as the sum of all cash receipts less disbursements for operating activities, including the annual investor service fee.
In accordance with the proposed regulatory agreement, the annual distribution is limited to $2,700, and is cumulative. Further, that until the fifteenth anniversary of the admission date, all cash flow shall be paid into a reserve
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP NOTES TO FINANCIAL STATEMENTS - CONTINUED DECEMBER 31, 1995
NOTE F - PARTNERSHIP PROFITS AND LOSSES AND DISTRIBUTIONS (CONTINUED)
account to fund the cost of paying increased debt service on the mortgage due to rate increases and costs of refinancing. Any funds remaining in the reserve account shall be disbursed to the partners on the fifteenth anniversary or at any earlier time approved by Boston Capital and the general partners. A special distribution of $4,073 was made to the General Partners in 1989.
Distributable cash flow is payable as follows:
1. 50% to the investor limited partner and 50% to the general partners.
Gain, if any, from a sale or refinancing is allocable as follows:
1. To all partners having negative balances in their capital accounts prior to the distribution of any sale or refinancing proceeds, an amount of such gain to increase their negative balance to zero;
2. To partners who have received or will receive a distribution of sale or refinancing proceeds in excess of their capital accounts, an amount of such gain, if any, equal to such excess; and
3. The remainder of such gain, if any, 50% to the limited partners and 50% to the general partners.
Loss from a sale or refinancing are allocable, first to all partners having positive balances, until the positive balances equal zero, the remaining loss, if any to the general partners.
During 1990, the Investor Limited Partner reduced its capital contribution by $24,663 to reflect low income housing credit realized for the year ended December 31, 1989.
NOTE G - TAXABLE INCOME (LOSS)
A reconciliation of financial statement net earnings (loss) to taxable income (loss) of the partnership for the years ended December 31, 1995 and 1994 are as follows:
1995 1994 ---- ---- Financial statement net earnings (loss) $(196,486) $( 58,622)
Adjustments Excess of depreciation for income tax purposes over financial reporting purposes ( 84,078) ( 79,951) ------- ------- Taxable income (loss) as shown on tax return $(280,564) $(138,573) ======= =======
SUPPLEMENTAL INFORMATION
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP SCHEDULES OF RENTING, ADMINISTRATIVE, OPERATING, MAINTENANCE, TAXES AND INSURANCE, AND INTEREST EXPENSES YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994 ---- ---- Renting Expenses Collections $ 1,187 $ 1,209 Credit Check 820 627 Miscellaneous 4,842 1,781 -------- -------- $ 6,849 $ 3,617 ======== ======== Administrative Expenses Office Salaries and Fringe Benefits $ 39,605 $ 34,079 Office Expense 11,954 12,867 Legal 4,835 4,811 Auditing 7,500 7,500 Telephone 4,672 3,977 Accounting Fee 5,500 5,500 Computer Fees 1,921 2,205 Advertising 391 Miscellaneous 7,200 11,706 -------- -------- $ 83,578 $ 82,645 ======== ======== Management Fee $ 63,164 $ 67,192 ======== ======== Operating Expenses Maintenance Wages & Fringe Benefits $ 66,595 $ 65,245 Cleaning Supplies & Contract 12,937 3,007 Fuel/Oil 49,395 53,530 Electricity 26,832 24,681 Water and Sewer 113,864 65,621 Exterminating 1,097 7,817 Garbage and Trash 9,210 10,359 -------- -------- $ 279,930 $ 230,260 ======== ========
RIVERPLACE APARTMENTS LIMITED PARTNERSHIP SCHEDULES OF RENTING, ADMINISTRATIVE, OPERATING, MAINTENANCE, TAXES AND INSURANCE, AND INTEREST EXPENSES - CONTINUED YEARS ENDED DECEMBER 31, 1995 AND 1994
1995 1994 ---- ---- Maintenance Expenses Grounds Supplies $ 48 $ 39 Grounds Contract 117 Repairs Material 28,911 13,958 Repairs Contract 27,146 17,538 HVAC Repairs and Maintenance 11,773 10,434 Snow Removal 1,147 1,885 Decorating Supplies 7,857 4,127 Decorating Contract 5,675 5,265 Vehicle/Maintenance Equipment 4,563 4,627 Appliances 361 -------- -------- $ 87,237 $ 58,234 ======== ======== Taxes and Insurance Expense Real Estate Taxes $ 13,289 $ 31,802 Property Insurance 105,704 89,960 -------- -------- $ 118,993 $ 121,762 ======== ======== Interest Expense Interest on First Mortgage $ 427,638 $ 432,930 Other Interest 216 179 -------- -------- $ 427,854 $ 433,109 ======== ========
Notes to Schedule III American Affordable Housing II Limited Partnership
Reconciliation of Land, Building & Improvements current year changes
Balance at beginning of period-04/01/92..........................$100,538,670
Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 0 Improvements, etc................................. 37,387 Other............................................. 0 ---------- $ 37,387 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/93............................$100,576,057
Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 0 Improvements, etc................................. 230,965 Other............................................. 0 ---------- $ 230,965 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/94............................$100,807,022 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 0 Improvements, etc................................. 237,425 Other............................................. 0 ---------- $ 237,425 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/95............................$101,044,447
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Notes to Schedule III-Continued American Affordable Housing II Limited Partnership
Reconciliation of Land, Building & Improvements current year changes-Continued
Balance at close of period - 03/31/95............................$101,044,447
Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 367,972 Other............................................ 0 ----------- $ 367,972 Deductions during period: Cost of real estate sold.........................$(6,044,508) Other............................................ (818,769) ---------- $ (6,863,277) ----------- Balance at close of period - 03/31/96............................$ 94,549,142 ===========
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Notes to Schedule III - Continued American Affordable Housing II Limited Partnership
Reconciliation of Accumulated Depreceiation current year changes
Balance at beginning of period - 04/01/92............................$11,032,545
Current year expense.....................................$3,313,285 ---------
Balance at close of period - 3/31/93.................................$14,345,830
Current year expense.....................................$3,266,272 ---------
Balance at close of period - 3/31/94.................................$17,612,102
Current year expense.....................................$3,206,264 ---------
Balance at close of period - 3/31/95.................................$20,818,366
Current year expense.....................................$1,831,578 ---------
Balance at close of period - 3/31/96.................................$22,649,944 ==========
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