Item 1. Business
Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") is a Massachusetts limited partnership formed on September 14, 1992 under the laws of the Commonwealth of Massachusetts. The Fund's partnership agreement ("Partnership Agreement") authorizes the sale of up to 100,000 Units of limited partnership interest at $1,000 per Unit. On November 30, 1993, the Fund held its final investor closing. In total, the Fund received $50,930,000 of capital contributions for 50,930 units. Such amounts exclude five unregistered Units previously acquired for $5,000 by the Initial Limited Partner, which is also one of the General Partners. The offering of Units terminated on January 21, 1994. No further sale of units is expected.
The Fund is engaged solely in the business of real estate investment. Accordingly, a presentation of information about industry segments is not applicable and would not be material to an understanding of the Fund's business taken as a whole.
The Fund has invested as a limited partner in other limited partnerships ("Local Limited Partnerships") which own and operate residential apartment complexes ("Properties") some of which benefit from some form of federal, state or local assistance programs and all of which qualify for low-income housing tax credits ("Tax Credits") added to the Internal Revenue Code (the "Code") by the Tax Reform Act of 1986. The investment objectives of the Fund include the following: (i) to provide investors with annual tax credits which they may use to reduce their federal income taxes; (ii) to provide limited cash distributions from the operations of apartment complexes; and (iii) to preserve and protect the Fund's capital with the possibility of realizing a profit through the sale or refinancing of apartment complexes. There cannot be any assurance that the Fund will attain any or all of these investment objectives. A more detailed discussion of these investment objectives, along with the risks in achieving them, is contained in the sections of the Prospectus entitled "Investment Objectives and Policies Principal Investment Objectives" and "Investment Risks", which are herein incorporated by this reference.
Table A on the following page lists the properties originally acquired by the Local Limited Partnerships in which the Fund has invested. Item 7 of this Report contains other significant information with respect to such Local Limited Partnerships. The terms of the acquisition of each Local Limited Partnership interest have been described in a supplement to the Prospectus and collected in the post-effective amendment to the Registration Statement; such descriptions are incorporated herein by this reference.
TABLE A
SELECTED LOCAL LIMITED PARTNERSHIP DATA
Properties owned by Date Local Limited Interest Partnerships Location Acquired - ---------------------------- ------------------ ---------------
Oak Ridge Macon, GA 12/31/92 Santa Fe Oaks II Gainesville, FL 12/31/92 Andrew's Pointe Burnsville, MN 04/13/92 Palo Verde II Henderson, NV 05/19/93 Woods Lane Rogers, AR 07/30/93 Crafton Place Fayetteville, AR 07/30/93 Guardian Place Richmond, VA 10/07/93 Twin Oaks Meadows Lansing, MI 10/29/93 Sunrise Terrace Madera, CA 11/24/93 Wynmor Brooklyn Park, MN 12/22/93 Citrus Glen Orlando, FL 12/30/93 St. Andrews Pointe Columbia, SC 01/05/94 Des Moines St. Village Des Moines, IA 01/31/94 Fountain Lakes Benton, AR 02/02/94 Fairhaven Manor Burlington, WA 03/08/94 Grand Boulevard Renaissance Chicago, IL 08/03/94 Los Claveles II Trujillio Alto, PR 08/31/94 Springwood Tallahassee, FL 12/15/94 Harford Commons Baltimore, MD 02/28/95
The Fund's interest in profits and losses of each Local Limited Partnership arising from normal operations is 99%, with the exception of Springwood which is 19.8%. Profits and losses arising from sale or refinancing transactions are allocated in accordance with the respective Local Limited Partnership Agreements.
Although the Fund's investments in Local Limited Partnerships are not subject to seasonal fluctuations, the Fund's equity in losses of Local Limited Partnerships, to the extent it reflects the operations of individual Properties, may vary from quarter to quarter based upon changes in occupancy and operating expenses as a result of seasonal factors.
Each Local Limited Partnership has as its general partners ("Local General Partners") one or more individuals or entities not affiliated with the Fund or its General Partners. In accordance with the partnership agreements under which such entities are organized ("Local Limited Partnership Agreements"), the Fund depends on the Local General Partners for the management of each Local Limited Partnership. As of March 31, 2000, the following Local Limited Partnerships have a common Local General Partner or affiliated group of Local General Partners accounting for the specified percentage of the total capital contributions to Local Limited Partnerships: (i) Oak Ridge, Santa Fe Oaks Phase II, Springwood and St. Andrews Pointe, representing 23.92%, have Flournoy Development Company and John Flournoy as Local General Partners; (ii) Woods Lane, Crafton Place and Fountain Lakes, representing 16.92%, have Lindsey Management Company as Local General Partner. The Local General Partners of the remaining Local Limited Partnerships are identified in the Acquisition Reports reported on Forms 8-K, which are herein incorporated by reference.
The Properties owned by Local Limited Partnerships in which the Fund has invested are, and will continue to be, subject to competition from existing and future apartment complexes in the same areas. The success of the Fund will depend on many outside factors, most of which are beyond the control of the Fund and which cannot be predicted at this time. Such factors include general economic and real estate market conditions, both on a national basis and in those areas where the Properties are located, the availability and cost of borrowed funds, real estate tax rates, operating expenses, energy costs and governmental regulations. In addition, other risks inherent in real estate investment may influence the ultimate success of the Fund, including: (i) possible reduction in rental income due to an inability to maintain high occupancy levels or adequate rental levels; (ii) possible adverse changes in general economic conditions and adverse local conditions, such as competitive over-building or a decrease in employment or adverse changes in real estate laws, including building codes; and (iii) possible future adoption of rent control legislation which would not permit increased costs to be passed on to the tenants in the form of rent increases or which suppress the ability of the Local Limited Partnerships to generate operating cash flow. Since some of the Properties benefit from some form of governmental assistance, the Fund is subject to the risks inherent in that area including decreased subsidies, difficulties in finding suitable tenants and obtaining permission for rent increases. In addition, any Tax Credits allocated to investors with respect to a Property are subject to recapture to the extent that the Property or any portion thereof ceases to qualify for the Tax Credits. Other future changes in federal and state income tax laws affecting real estate ownership or limited partnerships could have a material and adverse affect on the business of the Fund.
The Fund is managed by Arch Street VII, Inc., the Managing General Partner of the Fund. The other General Partner of the Fund is Arch Street VII Limited Partnership. The Fund, which does not have any employees, reimburses Lend Lease Real Estate Investments, Inc., an affiliate of the General Partners, for certain expenses and overhead costs. A complete discussion of the management of the Fund is set forth in Item 10 of this Report.
Item 2.
Item 2. Properties
The Fund owns limited partnership interests in nineteen Local Limited Partnerships which own and operate Properties, some of which benefit from some form of federal, state or local assistance programs and all of which qualify for the Tax Credits added to the Code by the Tax Reform Act of 1986. The Fund's ownership interest in each Local Limited Partnership is 99%, with the exception of Springwood, which is 19.8%.
Each of the Local Limited Partnerships has received an allocation of Tax Credits from the relevant state tax credit agency. In general, the Tax Credits run for ten years from the date the Property is placed in service. The required holding period (the "Compliance Period") of the Properties is fifteen years. During these fifteen years, the Properties must satisfy rent restrictions, tenant income limitations and other requirements, as promulgated by the Internal Revenue Service, in order to maintain eligibility for the Tax Credit at all times during the Compliance Period. Once a Local Limited Partnership has become eligible for the Tax Credits, it may lose such eligibility and suffer an event of recapture if its Property fails to remain in compliance with the requirements. To date, none of the Local Limited Partnerships have suffered an event of recapture of Tax Credits.
In addition, some of the Local Limited Partnerships have obtained one or a combination of different types of loans such as: i) below market rate interest loans; ii) loans provided by a redevelopment agency of the town or city in which the property is located at favorable terms; or iii) loans that have repayment terms that are based on a percentage of cash flow.
The schedules on the following pages provide certain key information on the Local Limited Partnership interests acquired by the Fund.
* Section 8 This subsidy, which is authorized under Section 8 of Title II of the Housing and Community Development Act of 1974, allows qualified low-income tenants to pay 30% of their monthly income as rent with the balance paid by the federal government.
Two Local Limited Partnerships invested in by the Fund each represent more than 10% of the total capital contributions to be made to Local Limited Partnerships by the Fund. The first is Eden Park Limited Partnership which owns Wynmor, an existing property located in Brooklyn Park, Minnesota. The property contains 324 apartments in eleven three-story buildings and represents 13.76% of the total capital contributions to be made to the Local Limited Partnerships.
Eden Park Limited Partnership has obtained a $6,000,000 first mortgage loan. The mortgage is payable in monthly installments of principal and interest in the amount of $48,922, based on a 25 year amortization period, and accrues interest at a rate of 8.65%. The unpaid principal and interest is due in one balloon payment in October of 2020.
The other Local Limited Partnership which represents more than 10% of the total capital contributions to be made to Local Limited Partnerships is Affordable Citrus Glen Limited Partnership which owns Citrus Glen Apartments. Citrus Glen Apartments, which is located in Orlando, Florida, contains 176 apartments and represents 11.41% of the total capital contributions to be made to the Local Limited Partnerships.
Affordable Citrus Glen Limited Partnership ("Citrus Glen") has obtained permanent financing in the amount of $3,848,000 at an interest rate of 9.55%. The note requires monthly principal and interest payments of $32,497, amortized over a 30 year period, with the unpaid principal balance due in full on February 1, 2010. Additional financing has been obtained in the amount of $1,670,000, with stated interest at 9%, from the Florida Housing Finance Agency. Due to other claims against cash flows, the maximum effective rate will be 4.5%, the rate at which interest is currently being accrued. Repayment is based on the cash flow of Citrus Glen, beginning on January 10, 1995, with annual payments due each January 10 through 2009, at which time all outstanding principal and interest is due. The loan is non-recourse and is collateralized by a second mortgage on Citrus Glen's rental property and an assignment of leases, rents and contract rights.
Duration of leases for occupancy in the Properties described above is six to twelve months. The Managing General Partner believes the described herein are adequately covered by insurance.
Additional information required under this item, as it pertains to the Fund, is contained in Items 1, 7 and 8 of this Report.
Item 3.
Item 3. Legal Proceedings
The Fund is not a party to any pending legal or administrative proceeding, and to the best of its knowledge, no legal or administrative proceeding is threatened or contemplated against it.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
None. PART II
Item 5.
Item 5. Market for the Registrant's Units and Related Security Holder Matters
There is no public market for the Units, and it is not expected that a public market will develop. If a Limited Partner desires to sell Units, the buyer of those Units will be required to comply with the minimum purchase and retention requirements and investor suitability standards imposed by applicable federal or state securities laws and the minimum purchase and retention requirements imposed by the Fund. The price to be paid for the Units, as well as the commissions to be received by any participating broker-dealers, will be subject to negotiation by the Limited Partner seeking to sell his Units. Units will not be redeemed or repurchased by the Fund.
The Partnership Agreement does not impose on the Fund or its General Partners any obligation to obtain periodic appraisals of assets or to provide Limited Partners with any estimates of the current value of Units.
As of June 15, 2000, there were 2,474 record holders of Units of the Fund.
Cash distributions, when made, are paid annually. No cash distributions were paid during the years ended March 31, 2000, 1999 and 1998.
Item 6.
Item 6. Selected Financial Data
The following table sets forth selected financial information regarding the Fund's financial position and operating results. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements and Supplementary Data, which are included in Items 7 and 8 of this Report.
(A) Per Limited Partnership Unit data is based upon 50,930 Units for all of the five years ended March 31, 2000.
(B) Total assets include the investments in Local Limited Partnerships.
(C) Income tax information is as of December 31, the year end of the Fund for income tax purposes.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain matters discussed herein constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Fund intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statement, and is including this statement for purposes of complying with these safe harbor provisions. Although the Fund believes the forward-looking statements are based on reasonable assumptions, the Fund can give no assurance that their expectations will be attained. Actual results and timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including, without limitation, general economic and real estate conditions and interest rates.
Liquidity and Capital Resources
At March 31, 2000, the Fund had cash and cash equivalents of $307,807 compared with $114,347 at March 31, 1999. This increase is due to proceeds from sales and maturities of marketable securities in excess of purchases of marketable securities and cash distributions received from Local Limited Partnerships. These increases are offset by cash used for operations and investments in Local Limited Partnerships.
As of March 31, 2000, approximately $2,240,000 of marketable securities has been designated as Reserves by the Managing General Partner. The Reserves were established to be used for working capital of the Fund and contingencies related to the ownership of Local Limited Partnership interests. Management believes that the interest income earned on Reserves, along with cash distributions received from Local Limited Partnerships, to the extent available, will be sufficient to fund the Fund's ongoing operations. Reserves may be used to fund operating deficits, if the Managing General Partner deems funding appropriate.
At March 31, 2000, the Fund has committed to make future capital contributions and pay future purchase price installments on its investments in Local Limited Partnerships. These future payments are contingent upon the achievement of certain criteria as set forth in the Local Limited Partnership Agreements and total approximately $408,000. In addition, the Fund has set aside $217,000 for future capital contributions to one Local Limited Partnership.
Since the Fund invests as a limited partner, the Fund has no contractual duty to provide additional funds to Local Limited Partnerships beyond its specified investment. Thus, as of March 31, 2000, the Fund had no contractual or other obligation to any Local Limited Partnership which had not been paid or provided for, except as described above.
In the event a Local Limited Partnership encounters operating difficulties requiring additional funds, the Fund might deem it in its best interests to provide such funds, voluntarily, in order to protect its investment. No such event has occurred to date.
Cash Distributions
No cash distributions were made in the two years ended March 31, 2000, 1999 or 1998. It is not expected that cash available for distribution, if any, will be significant during the 2000 calendar year. Based on the results of 1999 operations, the Local Limited Partnerships are not expected to distribute significant amounts of cash to the Fund because such amounts will be needed to fund Property operating costs. In addition, many of the Properties benefit from some type of federal or state subsidy and, as a consequence, are subject to restrictions on cash distributions.
Results of Operations
2000 versus 1999
The Fund's results of operations for the year ended March 31, 2000 resulted in a net loss of $3,048,493 as compared to a net loss of $3,150,253 for the same period in 1999. The decrease in net loss is primarily attributable to a decrease in equity in losses of Local Limited Partnerships. The decrease in equity in losses of Local Limited Partnerships is primarily due to an increase in losses not recognized by the Fund for a Local Limited Partnership where the Fund's cumulative equity in losses exceeded its total investment. The decrease in equity in losses of Local Limited Partnership's is expected to continue.
1999 versus 1998
The Fund's results of operations for the year ended March 31, 1999 resulted in a net loss of $3,150,253 as compared to a net loss of $3,626,340 for the same period in 1998. The decrease in net loss is primarily attributable to a decrease in equity in losses of Local Limited Partnerships. The decrease in equity in losses of Local Limited Partnerships is primarily due to an increase in losses not recognized by the Fund for a Local Limited Partnership where the Fund's cumulative equity in losses exceeded its total investment. The decrease in equity in losses of Local Limited Partnerships is expected to continue.
Low-Income Housing Tax Credits
The 2000, 1999 and 1998 Tax Credits per unit were $146.88, $146.71 and $148.19, respectively, for investor limited partners. Tax Credits are not available for a property until the property is placed in service and its apartment units are occupied by qualified tenants. In the first year the Tax Credits are claimed, the allowable credit amount is determined using an averaging convention to reflect the number of months that apartment units comprising the qualified basis were occupied by qualified tenants during the year. To the extent that the full amount of the annual credit is not allocated in the first year, an additional credit equal to the difference is available in the 11th taxable year.
The Tax Credits per Limited Partnership Unit have stabilized at approximately $147 per unit, as properties have reached completion and have become fully leased. Since the Tax Credits have stabilized, the annual amount allocated to investors is expected to remain the same for about seven years. In years eight through ten, the credits are expected to decrease as Properties reach the end of the ten year credit period.
Property Discussions
As previously reported, Grand Boulevard Renaissance, located in Chicago, Illinois, has been experiencing operating difficulties and has difficulties in achieving debt service coverage. As a result of the operating difficulties, the Local General Partner has begun negotiations with the lender in an attempt to reduce the interest rate on the current mortgage. The Managing General Partner performed a site visit in April and found the property to be in good physical condition. As of March 31, 2000, occupancy was 97%. The Managing General Partner will continue to work closely with the Local General Partner and new management agent to monitor operations.
As previously reported, effective December 30, 1999, the Managing General Partner and the lender were successful in closing a workout for Los Claveles II, located in Trujillo Alto, Puerto Rico, which included bringing in a replacement General Partner and restructuring the existing debt on the property. The loan restructuring will generate cancellation of debt income. Further, this workout provides funds for much needed capital improvements and deferred maintenance. In addition, the incoming Local General Partner and its management affiliate are well qualified and experienced to deal with the complicated task of turning this property around. The new property manager started in January 2000 and is focusing on the extensive capital improvements needs. The property continues to experience operating difficulties due to the ongoing capital needs. Occupancy as of March 31, 2000 was 49%. The Managing General Partner continues to work closely with the replacement Local General Partner and is monitoring progress under the workout agreement.
Oak Ridge, located in Macon, Georgia, has been experiencing operating difficulties due to low occupancy and because one of the buildings was damaged by a fire in late 1999. The building that had the fire has been unoccupied since late in 1999, however, it is scheduled to be back in service by the second quarter of 2000. Occupancy as of March 31, 2000 was 71%. In September of 1999, a new on-site manager was hired to enhance tenant screening and marketing efforts. The Managing General Partner will be working closely with the management agent and Local General Partner to monitor property operations and marketing efforts.
Woods Lane, located in Rogers, Arkansas, had been suffering from poor occupancy due to local competition. However, over the past year operations improved significantly resulting in occupancy remaining above 90% throughout most of 1999. As of March 31, 2000, occupancy was 100%. The occupancy improvement was partially due to the growth of a few companies that have national headquarters in the nearby region. In addition, as previously reported, a new management team was hired in September 1998 to step-up the marketing efforts, review rent concessions, install a resident referral plan and monitor competing rent levels. Additionlly, capital improvements were made which include exterior painting, carpet replacement and landscaping and grounds improvement. The Managing General Partner will continue to monitor the new management agent and review property operations.
The Fund has implemented policies and practices for assessing potential impairment of its investments in Local Limited Partnerships. The investments are analyzed by real estate experts to determine if impairment indicators exist. If so, the carrying value is compared to the undiscounted future cash flows expected to be derived from the asset. If there is a significant impairment in carrying value, a provision to write down the asset to fair value will be recorded in the Fund's financial statements.
Inflation and Other Economic Factors
Inflation had no material impact on the operations or financial condition of the Fund for the years ended March 31, 2000, 1999 and 1998.
As some Properties benefit from some form of government assistance, the Partnership is subject to the risks inherent in that area including decreased subsidies, difficulties in finding suitable tenants and obtaining permission for rent increases. In addition, the Tax Credits allocated to investors with respect to a Property are subject to recapture to the extent that a Property or any portion thereof ceases to qualify for Tax Credits.
Some of the Properties listed in this report are located in areas suffering from poor economic conditions. Such conditions could have an adverse effect on the rent or occupancy levels at such Properties. Nevertheless, the Managing General Partner believes that the generally high demand for below market rate housing will tend to negate such factors. However, no assurance can be given in this regard.
Other Development
Lend Lease Real Estate Investments, Inc.("Lend Lease"), the U.S. subsidiary of Lend Lease Corporation and the leading U.S.institutional real estateadvisor, as ranked by assets under management, acquired The Boston Financial Group Limited Partnership ("Boston Financial") on November 3, 1999.
Headquartered in New York and Atlanta, Lend Lease Corporation has regional offices in 12 cities nationwide. The company ranks as the leading U.S. manager of tax-exempt assets invested in real estate. Lend Lease is a subsidiary of Lend Lease Corporation, an international real estate and financial services group listed on the Australian Stock Exchange. Worldwide, Lend Lease Corporation operates from more than 30 cities on five continents: North America, Europe, Asia, Australia and South America. In addition to real estate investments, the Lend Lease Group operates in the areas of property development, project management and construction, and capital services (infrastructure).
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
The Fund has invested in marketable securities with a fair value of $2,491,752 at March 31, 2000; these securities, with rates ranging from 4.82% to 6.57%, do not subject the Fund to significant market risk because of their short term maturities and high liquidity. The Fund has no other exposure to market risk associated with activities in derivative financial instruments, derivative commodity instruments or other financial instruments.
Item 8.
Item 8. Financial Statements and Supplementary Data
Information required under this Item is submitted as a separate section of this Report. See Index on page hereof.
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
The Managing General Partner of the Fund is Arch Street VII, Inc., a Massachusetts corporation (the "Managing General Partner"), an affiliate of Lend Lease Estate Investment, Inc. ("Lend Lease"). The Managing General Partner was incorporated in September 1992. Randolph G. Hawthorne is the Chief Operating Officer of the Managing General Partner and had the primary responsibility for evaluating, selecting and negotiating investments for the Fund. The Investment Committee of the Managing General Partner approved all investments. The names and positions of the principal officers and the directors of the Managing General Partner are set forth below.
Name Position
Jenny Netzer President, Managing Director Michael H. Gladstone Vice President, Managing Director Randolph G. Hawthorne Vice President, Managing Director Paul F. Coughlan Vice President William E. Haynsworth Vice President
The other General Partner of the Fund is Arch Street VII Limited Partnership, a Massachusetts limited partnership ("Arch Street VII L.P.") that was organized in September 1992. The managing general partner of Arch Street VII L.P. is Arch Street VII, Inc.
The Managing General Partner provides day-to-day management of the Fund. Compensation is discussed in Item 11
Item 11. Management Remuneration
Neither the directors nor officers of Arch Street VII, Inc., nor the partners of Arch Street VII L.P., nor any other individual with significant involvement in the business of the Fund receives any current or proposed remuneration from the Fund.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management
As of March 31, 2000, the following is the only entity known to the Fund to be the beneficial owner of more than 5% of the Units outstanding: Amount Title of Name and Address of Beneficially Percent Class Beneficial Owner Owned of Class
Limited Partner Oldham Institutional Tax Credits LLC 5,349 units 10.5% 101 Arch Street Boston, MA
Oldham Institutional Tax Credits LLC is an affiliate of Arch Street VII, Inc., the Managing General Partner.
The equity securities registered by the Fund under Section 12(g) of the Act consist of 100,000 Units, 50,930 of which were sold to the public. The remaining Units were deregistered in Post-Effective Amendment No. 4 dated January 20, 1995, which is herein incorporated by reference. Holders of Units are permitted to vote on matters affecting the Fund only in certain unusual circumstances and do not generally have the right to vote on the operation or management of the Fund.
Arch Street VII, L.P. owns five (unregistered) Units not included in the Units sold to the public.
Except as described in the preceding paragraphs, neither Arch Street VII, Inc., Arch Street VII L.P., Lend Lease nor any of their executive officers, directors, partners or affiliates is the beneficial owner of any Units. None of the foregoing persons possesses a right to acquire beneficial ownership of Units.
The Fund does not know of any existing arrangement that might at a later date result in a change in control of the Fund.
Item 13.
Item 13. Certain Relationships and Related Transactions
The Fund was required to pay certain fees to and reimburse certain expenses of the Managing General Partner or its affiliates in connection with the organization of the Fund and the offering of Units. The Fund is also required to pay certain fees to and reimburse certain expenses of the Managing General Partner or its affiliates in connection with the administration of the Fund and its acquisition and disposition of investments in Local Limited Partnerships. In addition, the General Partners are entitled to certain Fund distributions under the terms of the Partnership Agreement. Also, an affiliate of the General Partners will receive up to $10,000 from the sale or refinancing proceeds of each Local Limited Partnership, if it is still a limited partner at the time of such transaction. All such fees, expenses and distributions paid during the years ended March 31, 2000, 1999 and 1998 are described below and in the sections of the Prospectus entitled "Estimated Use of Proceeds", "Management Compensation and Fees" and "Profits and Losses for Tax Purposes, Tax Credits and Cash Distributions." Such sections are incorporated herein by reference. In addition, an affiliate of the Managing General Partner serves as property management agent for Twin Oaks Meadows.
The Fund is permitted to enter into transactions involving affiliates of the Managing General Partner, subject to certain limitations established in the Partnership Agreement.
Information regarding the Fees paid and expenses reimbursements made in the three years ended March 31, 2000 is presented below.
Organizational fees and expenses and selling expenses
In accordance with the Partnership Agreement, the Fund is required to pay certain fees to and reimburse expenses of the Managing General Partner and others in connection with the organization of the Fund and the offering of its Limited Partnership Units. Commissions, fees and accountable expenses related to the sale of the Units totaling $6,304,898 have been charged directly to Limited Partners' equity. In connection therewith, $4,329,050 of selling expenses and $1,975,848 of offering expenses incurred on behalf of the Fund have been paid to an affiliate of the Managing General Partner. The Fund is required to pay a non-accountable expense allowance for marketing expense equal to a maximum of 1% of Gross Proceeds. This allowance has not yet been charged to the Fund. In addition, the Fund has paid $50,000 in organization costs to an affiliate of the Managing General Partner. This cost has been included in the balance sheet. Total organization and offering expenses exclusive of selling commissions and underwriting advisory fees did not exceed 5.5% of the Gross Proceeds, and organizational and offering expenses, inclusive of selling commissions and underwriting advisory fees, did not exceed 15.0% of the Gross Proceeds. No organizational fees and expenses were paid during the years ended March 31, 2000, 1999 and 1998.
Acquisition fees and expenses
In accordance with the Partnership Agreement, the Fund is required to pay acquisition fees to and reimburse acquisition expenses of the Managing General Partner or its affiliates for selecting, evaluating, structuring, negotiating and closing the Fund's investments in Local Limited Partnerships. Acquisition fees totaled 6% of the Gross Proceeds. Acquisition expenses, which include legal fees and expenses, travel and communications expenses, costs of appraisals and accounting fees and expenses, totaled 1.5% of the Gross Proceeds. Acquisition fees totaling $3,055,800 for the closing of the Fund's Local Limited Partnership Investments have been paid to an affiliate of the Managing General Partner. Of this amount, approximately $2,567,000 is included as capital contributions to Local Limited Partnerships. Acquisition expenses totaling $763,950 were incurred and have been reimbursed to an affiliate of the Managing General Partner. No acquisition fees or expenses were paid during the three years ended March 31, 2000.
Asset Management Fees
In accordance with the Partnership Agreement, an affiliate of the Managing General Partner is paid an annual fee for services in connection with the administration of the affairs of the Fund. The affiliate currently receives the base amount of 0.593% (as adjusted by the CPI factor) of Gross Proceeds annually as the Asset Management Fee. Fees earned during the years ended March 31, 2000, 1999 and 1998 are as follows:
2000 1999 1998 ------------- ------------ -------------
Asset Management Fees $ 297,164 $ 292,147 $ 286,044
Salaries and benefits expense reimbursements
An affiliate of the Managing General Partner is reimbursed for the cost of the Fund's salaries and benefits expenses. The reimbursements are based upon the size and complexity of the Fund's operations. Reimbursements paid or payable during the years ended March 31, 2000, 1999 and 1998 are as follows:
2000 1999 1998 ------------- ------------ ------------- Salaries and benefits expense reimbursements $ 107,844 $ 92,108 $ 108,845
Property Management Fees
An affiliate of the Managing General Partner is the management agent for one Local Limited Partnership. The management fee charged to the property is equal to 5% of the property gross revenues. Fees charged for the years ended December 31, 1999, 1998 and 1997 are as follows:
1999 1998 1997 -------------- -------------- ---------
Property Management Fees $ 23,247 $ 23,058 $ 22,680
Cash distributions paid to the General Partners
In accordance with the Partnership Agreement, the General Partners of the Fund, Arch Street VII, Inc. and Arch Street VII Limited Partnership, receive 1% of cash distributions paid to partners. To date, the Fund has not paid any cash distributions to partners.
Additional information concerning cash distributions and other fees paid or payable to the Managing General Partner and its affiliates and the reimbursement of expenses paid or payable to Lend Lease and its affiliates during the years ended March 31, 2000, 1999 and 1998 is presented in Note 5 to the Financial Statements.
PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)(1) and (a)(2) Documents filed as a part of this Report
In response to this portion of Item 14, the financial statements, financial statement schedule and the auditors' report relating thereto are submitted as a separate section of this Report. See Index to the financial statements on page hereof.
The reports of auditors of the Local Limited Partnerships relating to the audits of the financial statements of such Local Limited Partnerships appear in Exhibit 28.1 of this Report.
All other financial statement schedules and exhibits for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under related instructions or are inapplicable and therefore have been omitted.
(a)(3) See Exhibit Index contained herein.
(a)(3)(b) Reports on Form 8-K: No reports on Form 8-K were filed during the year ended March 31, 2000.
(a)(3)(c) Exhibits
Number and Description in Accordance with Item 601 of Regulation S-K
27. Financial Data Schedule
28. Additional Exhibits
(a) 28.1 Reports of Other Independent Auditors
(b) Audited financial statements of Local Limited Partnerships.
None
(a)(3)(d) None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
By: Arch Street VII, Inc. its Managing General Partner
By: /s/Randolph G. Hawthorne Date: June 29, 2000 ------------------------------ ------------- Randolph G. Hawthorne, Managing Director, Vice President and Chief Operating Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Managing General Partner of the Fund and in the capacities and on the dates indicated:
By: /s/Randolph G. Hawthorne Date: June 29, 2000 ----------------------------- ------------- Randolph G. Hawthorne, Managing Director, Vice President and Chief Operating Officer
By: /s/Michael H. Gladstone Date: June 29, 2000 ------------------------------------ ------------- Michael H. Gladstone, Managing Director, Vice President
Item 8. Financial Statements and Supplementary Data
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED MARCH 31, 2000 INDEX
Page No.
Report of Independent Accountants For the years ended March 31, 2000, 1999 and 1998
Financial Statements
Balance Sheets - March 31, 2000 and 1999
Statements of Operations - Years ended March 31, 2000, 1999 and 1998
Statements of Changes in Partners' Equity (Deficiency) - Years ended March 31, 2000, 1999 and 1998
Statements of Cash Flows - Years ended March 31, 2000, 1999 and 1998
Notes to the Financial Statements
Financial Statement Schedule
Schedule III - Real Estate and Accumulated Depreciation
Other schedules have been omitted as they are either not required or the information required to be presented therein is available elsewhere in the financial statements and the accompanying notes and schedules.
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners Boston Financial Tax Credit Fund VII, A Limited Partnership:
In our opinion, based on our audits and the reports of other auditors, the combined financial statements listed in the accompanying index present fairly, in all material respects, the financial position Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") at March 31, 2000 and 1999 and the results of its operations and its cash flows for each of the three years in the period ended March 31, 2000, in conformity with accounting principles generally accepted in the United States. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. These financial statements and financial statment schedule are the responsibility of the Fund'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 local limited partnerships for which $17,189,105 and $14,443,839 of cumulative equity in losses are included in the balance sheet as of March 31, 2000 and 1999, respectively, and for which net losses of $2,745,266, $2,852,291 and $3,325,494 are included in the accompanying financial statements for the years ended March 31, 2000, 1999, and 1998, respectively. Those statements were audited by other auditors whose reports thereon have been furnished to us, and our opinion expressed herein, insofar as it relates to the amounts included for the Local Limited Partnerships, is based solely on the reports of the other auditors. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits and the reports of other auditors provide a reasonable basis for the opinions expressed above.
/s/PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP June 22, 2000 Boston, Massachusetts
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
BALANCE SHEETS - MARCH 31, 2000 and 1999
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP
STATEMENTS OF OPERATIONS For the Years Ended March 31, 2000, 1999 and 1998
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP STATEMENTS OF CHANGES IN PARTNERS' EQUITY (DEFICIENCY) For the Years Ended March 31, 2000, 1999 and 1998
The accompanying notes are an integral part of these financial statements.
BOSTON FINANCIAL TAX CREDIT FUND VII, A LIMITED PARTNERSHIP STATEMENTS OF CASH FLOWS For the Years Ended March 31, 2000, 1999 and 1998
The accompanying notes are an integral part of these financial statements.
NOTES TO THE FINANCIAL STATEMENTS
1. Organization
Boston Financial Tax Credit Fund VII, A Limited Partnership (the "Fund") is a Massachusetts limited partnership organized to invest in other limited partnerships ("Local Limited Partnerships") which own and operate apartment complexes which are eligible for low income housing tax credits which may be applied against the federal income tax liability of an investor.
Arch Street VII, Inc., a Massachusetts corporation ("Arch Street, Inc.") is the Managing General Partner of the Fund. Arch Street VII Limited Partnership, a Massachusetts limited partnership ("Arch Street L.P."), whose general partner consists of Arch Street, Inc., is also a General Partner. Both the Managing General Partner and Arch Street L.P. are affiliates of Lend Lease Real Estate Investments, Inc. ("Lend Lease"). An affiliate of the General Partners ("SLP Affiliate") is a special limited partner in each Local Limited Partnership in which the Fund invests, with the right to become a general partner under certain circumstances. The fiscal year of the Fund ends on March 31.
The Partnership Agreement authorized the sale of up to 100,000 Units of limited partnership interest ("Units") at $1,000 per Unit. Boston Financial Securities, Inc., an affiliate of the General Partners, received selling commissions and underwriting advisory fees, which did not exceed 7.0% and 1.5%, respectively, of Gross Proceeds for Units, sold by the entity as a soliciting dealer. On November 30, 1993, the Fund held its final investor closing. In total, the Fund received $50,930,000 of capital contributions from investors admitted as Limited Partners for 50,930 Units.
The Partnership Agreement provides that all cash available for distribution will be allocated 99% to the Limited Partners and 1% to the General Partners. Sale or refinancing proceeds generally will be distributed first to the Limited Partners in an amount equal to their adjusted capital contributions, second to the General Partners in an amount equal to their capital contributions, third to the General Partners (after payment of the 6% return as set forth in Section 4.2.3 of the Partnership Agreement, and of any accrued but unpaid Subordinated Disposition Fee, a fee equal to 1% of the sales price of a property owned by a Local Limited Partnership) in such amount as is necessary to cause the General Partners to have received 5% of all distributions to the Partners, and lastly, 95% to the Limited Partners and 5% to the General Partners.
Profits and losses for tax purposes arising from general operations and tax credits generally will be allocated 99% to the Limited Partners and 1% to the General Partners. However, as set forth in the Partnership Agreement, profits and losses for tax purposes arising from a sale or refinancing generally will be allocated among the Partners in such manner as is necessary to cause their respective capital accounts to reflect the amount that would be distributable to them in accordance with the priorities set forth in the preceding paragraph, if all of the Fund's assets were sold for their federal adjusted basis and the Fund were then liquidated.
All distributions of cash available for distribution or distributions of sale or refinancing proceeds, and all allocations of profits and losses for tax purposes from normal operations and from a sale or refinancing or of tax credits, which are distributed or allocated to the General Partners, will be allocated 1% to Arch Street, Inc. and 99% to Arch Street L.P.
Under the terms of the Partnership Agreement, the Fund initially designated 5% of the Gross Proceeds from the sale of Units as a reserve for working capital of the Fund and contingencies related to ownership of Local Limited Partnership interests. The Managing General Partner may increase or decrease such amounts from time to time as it deems appropriate. At March 31, 2000, the Managing General Partner has designated approximately $2,240,000 of marketable securities as such Reserve.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
2. Significant Accounting Policies
Basis of Presentation
The Fund accounts for its investments in Local Limited Partnerships using the equity method of accounting because the Fund does not have control over the major operating and financial policies of the Local Limited Partnerships in which it invests. Under the equity method, the investment is carried at cost, adjusted for the Fund's share of income or loss of the Local Limited Partnerships, additional investments in and cash distributions from the Local Limited Partnerships. Equity in income or loss of the Local Limited Partnerships is included in the Fund's operations. The Fund has no obligation to fund liabilities of the Local Limited Partnerships beyond its investment and therefore a Local Limited Partnership investment will not be carried below zero. To the extent that equity in losses are incurred when a Local Limited Partnership's respective investment balance has been reduced to zero, losses will be suspended to be used against future income.
Excess investment costs over the underlying net assets acquired have arisen from acquisition fees paid and expenses reimbursed to an affiliate of the Fund. These fees and expenses are included in the Fund's investments in Local Limited Partnerships and are being amortized on a straight-line basis over 35 years.
The Fund recognizes a decline in the carrying value of its investments in Local Limited Partnerships when there is evidence of a non-temporary decline in the recoverable amount of the investment. There is a possibility that the estimates relating to reserves for non-temporary declines in carrying value of investments in Local Limited Partnerships may be subject to material near term adjustments.
The Fund, as a limited partner in the Local Limited Partnerships, is subject to risks inherent in the ownership of property which are beyond its control, such as fluctuations in occupancy rates and operating expenses, variations in rental schedules, proper maintenance and continued eligibility of tax credits. If the cost of operating a property exceeds the rental income earned thereon, the Fund may deem it in its best interest to voluntarily provide funds in order to protect its investment.
The General Partners have decided to report results of the Local Limited Partnerships on a 90 day lag basis because the Local Limited Partnerships report their results on a calendar year basis. Accordingly, the financial information about the Local Limited Partnerships that is included in the accompanying financial statements is as of December 31, 1999, 1998 and 1997.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents consist of short-term money market instruments with original maturities of 90 days or less at acquisition and approximate fair value.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
2. Significant Accounting Policies (continued)
Marketable Securities
The Fund's investments in securities are classified as "Available for Sale" securities and reported at fair value as reported by the brokerage firm at which the securities are held. Realized gains or losses from the sales of securities are based on the specific identification method. Unrealized gains and losses are excluded from earnings and reported as a separate component of partners' equity.
Income Taxes
No provision for income taxes has been made as the liability for such taxes is an obligation of the partners of the Fund.
Fair Value of Financial Instruments
Statement of Financial Accounting Standards No. 107 ("SFAS No. 107"), Disclosures About Fair Value of Financial Instruments, requires disclosure of the fair value of most on- and off-balance sheet financial instruments for which it is practicable to estimate that value. The scope of SFAS No. 107 excludes certain financial instruments, such as trade receivables and payables when the carrying value approximates the fair value and investments accounted for under the equity method, and all nonfinancial assets, such as real property. The fair values of the Fund's assets and liabilities, which qualify as financial instruments under SFAS No. 107, approximate their carrying amounts in the accompanying balance sheets.
3. Marketable Securities
NOTES TO THE FINANCIAL STATEMENTS (Continued)
3. Marketable Securities (continued)
The contractual maturities at March 31, 2000 are as follows:
Actual maturities for asset backed securities may differ from contractual maturities because some borrowers have the right to call or prepay obligations. Proceeds from the sales of marketable securities were approximately $402,000, $501,000 and $1,275,000 during the years ended March 31, 2000, 1999 and 1998, respectively. Proceeds from the maturities of marketable securities were approximately $782,000, $1,663,000 and $1,209,000 during the years ended March 31, 2000, 1999 and 1998, respectively. Included in investment income are gross gains of $1,916, $3,891 and $5,672 and gross losses of $362, $1,373 and $7,450 that were realized on the sales during the years ended March 31, 2000, 1999 and 1998, respectively.
4. Investments in Local Limited Partnerships
The Fund uses the equity method to account for its limited partnership interests in nineteen Local Limited Partnerships which own and operate multi-family housing complexes. The Fund, as Investor Limited Partner, pursuant to the various Local Limited Partnership Agreements, which contain certain operating and distribution restrictions, has generally acquired a 99% interest, with the exception of Springwood which is a 19.8% interest, in the profits, losses, tax credits and cash flows from operations of each of the Local Limited Partnerships. Upon dissolution, proceeds will be distributed according to each respective partnership agreement.
The following is a summary of investments in Local Limited Partnerships at March 31:
NOTES TO THE FINANCIAL STATEMENTS (Continued)
4. Investments in Local Limited Partnerships (continued)
Summarized financial information as of December 31, 1999, 1998 and 1997 (due to the Fund's policy of reporting the financial information of its Local Limited Partnership interests on a 90 day lag basis) of all the Local Limited Partnerships in which the Fund has invested as of that date is as follows:
Summarized Balance Sheets - as of December 31,
For the years ended March 31, 2000, 1999 and 1998, the Fund has not recognized $796,621, $525,482 and $138,300, respectively, of equity in losses relating to one Local Limited Partnership where cumulative equity in losses exceeded its total investment in this Local Limited Partnership.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
4. Investments in Local Limited Partnerships (continued)
The Fund's equity as reflected by the Local Limited Partnerships of $20,112,181 differs from the Fund's investments in Local Limited Partnerships before adjustment of $21,576,170 primarily because the Fund has not recognized $1,460,403 of equity in losses of one Local Limited Partnership whose equity in losses exceeded its total investment.
The Fund has set aside in an escrow account future capital contributions related to its investment in one Local Limited Partnership. Interest earned on this deposit is payable to the local general partner. At March 31, 2000 and 1999, $54,795 and $40,773, respectively, of interest is included in accounts payable to an affiliate.
5. Transactions with Affiliates
An affiliate of the Managing General Partner receives a base amount of 0.593% (as adjusted by the CPI factor) of Gross Proceeds annually as an Asset Management Fee for administering the affairs of the Fund. Asset Management Fees of $297,164, $292,147 and $286,044 have been included in expenses for the years ended March 31, 2000, 1999 and 1998, respectively. Included in accounts payable to affiliates is $75,499 and $13,332 for Asset Management Fees for March 31, 2000 and 1999, respectively.
An affiliate of the Managing General Partner is reimbursed for the actual cost of the Fund's operating expenses. Included in general and administrative expenses for the years ended March 31, 2000, 1999 and 1998 is $107,844, $92,108 and $108,845, respectively, that the Fund has paid or accrued for reimbursement for salaries and benefits. The amounts payable for salaries and benefits at March 31, 2000 and 1999 were $39,790 and $17,909, respectively.
An affiliate of the Managing General Partner is the management agent for one Local Limited Partnership. The management fee charged to the property is equal to 5% of the property gross revenues. Included in operating expenses in the summarized income statements in Note 4 to the Financial Statements is $23,247, $23,058 and $22,680 of property management fees at December 31, 1999, 1998 and 1997, respectively.
6. Commitments
At March 31, 2000, the Fund has committed to make future capital contributions and pay future purchase price installments on its investments in Local Limited Partnerships. These future payments are contingent upon the achievement of certain criteria as set forth in the Local Limited Partnership Agreements and total approximately $408,000. In addition, the Fund has set aside $217,000 for future capital contributions to one Local Limited Partnership.
NOTES TO THE FINANCIAL STATEMENTS (Continued)
7. Federal Income Taxes
The following schedule reconciles the reported financial statement loss for the fiscal years ended March 31, 2000, 1999 and 1998 to the loss reported on the Form 1065, U.S. Partnership Return of Income for the years ended December 31, 1999, 1998 and 1997:
The differences in the assets and liabilities of the Fund for financial reporting purposes and tax reporting purposes as of March 31, 2000 are as follows:
The differences in assets and liabilities of the Fund for financial reporting purposes are primarily attributable to: (i) the cumulative equity in losses from Local Limited Partnerships for tax reporting purposes is approximately $482,000 less than for financial reporting purposes, including approximately $1,460,000 of losses the Fund has not recognized relating to one Local Limited Partnership whose cumulative equity in losses exceeded its total investment; (ii) the cumulative amortization of acquisition fees for tax purposes exceeds financial reporting purposes by approximately $51,000; (iii) approximately $64,000 of cash distributions received from Local Limited
NOTES TO THE FINANCIAL STATEMENTS (Continued)
7. Federal Income Taxes (continued)
Partnerships during the year ended March 31, 2000 are not included in the Fund's investments in Local Limited Partnerships for tax return purposes at December 31, 1999; (iv) organizational and offering costs of approximately $6,305,000 that have been capitalized for tax purposes are charged to Limited Partners' equity for financial reporting purposes; and (v) related party expenses which are not deductible for financial reporting purposes of approximately $259,000 are deductible for tax reporting purposes.
The differences in the assets and liabilities of the Fund for financial reporting purposes and tax purposes as of March 31, 1999 are as follows:
The differences in assets and liabilities of the Fund for financial reporting purposes are primarily attributable to: (i) the cumulative equity in losses from Local Limited Partnerships for tax reporting purposes is approximately $2,613,000 greater than for financial reporting purposes, including approximately $664,000 of losses the Fund has not recognized relating to one Local Limited Partnership whose cumulative equity in losses exceeded its total investment; (ii) the cumulative amortization of acquisition fees for tax purposes exceeds financial reporting purposes by approximately $37,000; (iii) approximately $30,000 of cash distributions received from Local Limited Partnerships during the year ended March 31, 1999 are not included in the Fund's investments in Local Limited Partnerships for tax return purposes at December 31, 1998; (iv) organizational and offering costs of approximately $6,305,000 that have been capitalized for tax reporting purposes are charged to Limited Partners' equity for financial reporting purposes; and (v) related party expenses which are deductible for financial reporting purposes of approximately $66,000 are not deductible for tax reporting purposes.
Boston Financial Tax Credit Fund VII, A Limited Partnership Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Local Limited Partnerships in Which Registrant has Invested at March 31, 2000
(1) Total aggregate cost for Federal Income Tax purposes is approximately $110,573,000.
(2) Boston Financial Tax Credit Fund VII has a 20% ownership interest in Springwood Apartments, A Limited Partnership.
* Mortgage notes payable generally represent non-recourse financing of low-income housing projects payable with terms of up to 40 years with interest payable at rates ranging from 7.25% to 10.2%. The Fund has not guaranteed any of these mortgage notes payable.
Boston Financial Tax Credit Fund VII, A Limited Partnership Schedule III - Real Estate and Accumulated Depreciation of Property Owned by Local Limited Partnerships in Which Registrant has Invested at March 31, 2000
For The Year Ended March 31, 2000 Reports of Independent Auditors
Springwood
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditors' Report
The Partners Springwood Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Springwood Apartments, A Limited Partnership as of December 31, 1999 and 1998, and the related statements of loss, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Springwood Apartments, A Limited Partnership as of December 31, 1999 and 1998 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP February 25, 2000
Springwood
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditors' Report
The Partners Springwood Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Springwood Apartments, A Limited Partnership as of December 31, 1998 and 1997, and the related statements of loss, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Springwood Apartments, A Limited Partnership as of December 31, 1998 and 1997 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP February 26, 1999
HARFORD
[Letterhead] [LOGO] Reznick Fedder & Silverman Baltimore, MD
INDEPENDENT AUDITOR'S REPORT
To the Partners BHP/Harford Commons Limited Partnership Baltimore, Maryland
We have audited the accompanying balance sheet of Harford Commons Limited Partnership as of December 31, 1999 and the related statements of profit and loss(on HUD Form No. 92410), partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller 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 Harford Commons Limited Partnership as of December 31, 1999, and the results of its operations, changes in partners' equity (deficit) and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 20 through 29 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has beensubjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects inrelation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards and the Consolidated Guide for Audits of HUD Programs, we have also issued reports dated January 29, 2000, on our consideration of BHP/Harford Commons Limited Partnership's internal control and on its compliance with specific requirements applicable to DHCH-assisted programs, fair housing and nondiscrimination, and laws and regulations applicable to the financial statements.
/s/Reznick Fedder & Silverman Federal Employer Identification Number: 52-1088612
Baltimore, Maryland January 29, 2000 Audit Principal: William T. Riley, Jr.
BHP/HARFORD
[Letterhead] [LOGO] Reznick Fedder & Silverman Baltimore, MD
INDEPENDENT AUDITOR'S REPORT
To the Partners BHP/Harford Commons Limited Partnership Baltimore, Maryland
We have audited the accompanying balance sheet of BHP/Harford Commons Limited Partnership as of December 31, 1998, and the related statements of profit and loss (on HUD Form No. 92410), partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller 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 BHP/Harford Commons Limited Partnership as of December 31, 1998, and the results of its operations, changes in partners' equity and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
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 through 25 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards and the Consolidated Guide for Audits of HUD Programs, we have also issued reports dated March 11, 1999, on our consideration of BHP/Harford Commons Limited Partnershi's internal control and on its compliance with specific requirements applicable to DHCH-assisted Programs, fair housing and nondiscrimination, and laws and regulations applicable to the financial statements.
/s/Reznick Fedder & Silverman Federal Employer Identification Number: 52-1088612
Baltimore, Maryland March 11, 1999 Audit Principal: William T. Riley, Jr.
[Letterhead] [LOGO] Reznick Fedder & Silverman
To the Partners BHP/Harford Commons Limited Partnership Baltimore, Maryland
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheet of BHP/Harford Commons Limited Partnership as of December 31, 1997, and the related statements of profit and loss (on HUD Form No. 92410), partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller 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 BHP/Harford Commons Limited Partnership as of December 31, 1997, and the results of its operations, changes in partners' equity and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
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 through 32 is presented for purposes of additional analysis and is not a required part of the basic financial statements Such information, except for that portion marked "unaudited", on which we express no opinion, has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
In accordance with Government Auditing Standards and the Consolidated Guide for Audits of HUD Programs, we have also issued reports dated February 5, 1998, on our consideration of BHP/Harford Commons Limited Partnership's internal control structure and on its compliance with specific requirements applicable to CDA programs, fair housing and nondiscrimination, laws and regulations applicable to the financial statements.
/s/Reznick Fedder & Silverman Federal Employer Identification Number: 52-1088612
Baltimore, Maryland February 5, 1998 Audit Principal: William T. Riley, Jr.
LOS CLAVELES
[Letterhead] [LOGO] KEVANE, PETERSON SOTO & PASARELL
INDEPENDENT AUDITORS' REPORT
To the Partners of LOS CLAVELES, S.E. LIMITED PARTNERSHIP HUD Field Office Director San Juan, Puerto Rico San Juan, Puerto Rico
We have audited the accompanying statements of financial position of LOS CLAVELES, S.E. LIMITED PARTNERSHIP, FHA Project No. RQ-46-E-005-019 (a Limited Partnership) as of December 31, 1999 and 1998, and the related statements of loss, changes in partners' deficit and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
Except as discussed in the following paragraph, we conducted our 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.
We were unable to obtain written representations from the management of the project as required by generally accepted auditing standards.
In our opinion, except for the effects of such adjustments, if any, as might have been determined to be necessary had the written representations referred to in the preceding paragraph been furnished to us by management, the financial statements referred to in the first paragraph present fairly, in all material respects, the financial position of Los Claveles, S.E., Limited Partnership as of December 31, 1999 and 1998, and the results of its operations, changes in its partners' deficit and its cash flows for the years then ended, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the Partnership will continue as a going concern. As shown in the financial statements, the Partnership has incurred operating losses since its inception (cumulatively totaling $2,646,740), was in default on its mortgage loan and is experiencing difficulty in generating adequate cash flow to meet its current obligations. These conditions and other matters described in Note 20 raise substantial doubts as the Partnership's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ Kevane, Peterson, Soto & Pasarell San Juan, Puerto Rico March 17, 2000
LOS CLAVELES
[Letterhead] [LOGO] KEVANE, PETERSON SOTO & PASARELL
INDEPENDENT AUDITORS' REPORT
To the Partners of LOS CLAVELES, S.E. LIMITED PARTNERSHIP HUD Field Office Director San Juan, Puerto Rico San Juan, Puerto Rico
We have audited the accompanying statements of financial position of LOS CLAVELES, S.E. LIMITED PARTNERSHIP, FHA Project No. RQ-46-E-005-019 (a Limited Partnership) as of December 31, 1998 and 1997, and the related statements of loss, changes in partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our 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 audits provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of LOS CLAVELES, S.E. Limited Partnership as of December 31, 1998 and 1997, and the results of its operations, changes in partners' equity and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental data included in this report (shown as Exhibits A though H) are presented for the purpose of additional analysis and are not a required part of the basic financial statements of HUD Project No. RQ46-E-005-019. 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.
In accordance with Government Auditing Standards, we have also issued a report dated February 10,1999, on our consideration of the projects' internal control structure and a report dated February 10, 1999, on its compliance with laws and regulations.
/s/ Kevane, Peterson, Soto & Pasarell San Juan, Puerto Rico February 10, 1999
Grand Blvd
[Letterhead] [LOGO] Haran & Associates Ltd Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Partners GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP Chicago, Illinois
We have audited the accompanying balance sheet of GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP, (a Limited Partnership) as of December 31, 1999 and 1998, and the related statements of profit and loss, changes in partners' equity and statements of cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
The accompanying supplementary information shown on Pages 17 and 18 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, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Haran & Associates LTD
HARAN & ASSOCIATES LTD Certified Public Accountants Wilmette, Illinois Illinois Certificate No. 060-002892 Employer Identification No. 36-3097692 February 3, 2000
Grand Blvd
[Letterhead] [LOGO] Haran & Associates Ltd Certified Public Accountants
INDEPENDENT AUDITORS' REPORT
To the Partners GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP Chicago, Illinois
We have audited the accompanying balance sheet of GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP, (a Limited Partnership) as of December 31, 1998 and 1997, and the related statements of profit and loss, changes in partners' equity and statements of cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provided a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of GRAND BOULEVARD RENAISSANCE I LIMITED PARTNERSHIP as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
The accompanying supplementary information shown on Pages 17 and 18 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, are fairly stated in all material respects in relation to the financial statements taken as a whole.
/s/ Haran & Associates LTD
HARAN & ASSOCIATES LTD Certified Public Accountants Wilmette, Illinois Illinois Certificate No. 060-002892 Employer Identification No. 36-3097692 February 12, 1999
FAIRHAVEN
[Letterhead] [LOGO] John R. Brown Certified Public Accountants
To the Partners of Fairhaven Manor Limited Partnership
I have audited the accompanying balance sheet of Fairhaven Manor Limited Partnership as of December 31, 1999, and the related statements of income, changesin partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Organization's management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that our audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Fairhaven Manor Limited Partnership as of December 31, 1999, and the results of its operations for the year then ended in conformity with generally accepted accounting principles.
My audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of supplementary information on is presented for the purposes of additional information and is not a part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/John R. Brown Mount Vernon, Washington John R. Brown January 31, 2000 Certified Public Accountants
FAIRHAVEN
[Letterhead] [LOGO] Hoekstra & Hoekstra Certified Public Accountants
To the Partners of Fairhaven Manor Limited Partnership
We have audited the accompanying balance sheet of Fairhaven Manor Limited Partnership as of December 31, 1998, and the related statements of income, changes in partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Organization'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 Fairhaven Manor Limited Partnership as of December 31, 1998, and the results of its operations for the year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of supplementary information on page 15 is presented for the purposes of additional information and is not a part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Hoekstra & Hoekstra Mount Vernon, Washington Hoekstra & Hoekstra January 27, 1999 Certified Public Accountants
[Letterhead] [LOGO] Hoekstra & Hoekstra Certified Public Accountants
To the Partners of Fairhaven Manor Limited Partnership
We have audited the accompanying balance sheet of Fairhaven Manor Limited Partnership as of December 31, 1997, and the related statements of income, changes in partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the Organization'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 Fairhaven Manor Limited Partnership as of December 31, 1997, and the results of its operations for the year then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The schedule of supplementary information on page 14 is presented for the purposes of additional information and is not a part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financia statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Hoekstra & Hoekstra Mount Vernon, Washington Hoekstra & Hoekstra February 6, 1998 Certified Public Accountants
Fountain Lakes
[Letterhead] [LOGO] Rick J. Tanneberger Certified Public Accountant
Independent Auditor's Report
The Partners Fountain Lakes, A Limited Partnership
We have audited the accompanying balance sheets of Fountain Lakes, A Limited Partnership, as of December 31, 1999 and 1998, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Fountain Lakes, A Limited Partnership as of December 31, 1999 and 1998 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information presented on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/Rick J. Tanneberger Rick J. Tanneberger Certified Public Accountant Fayetteville, AR February 3, 2000
Fountain Lakes
[Letterhead] [LOGO] Rick J. Tanneberger Certified Public Accountant
Independent Auditor's Report
The Partners Fountain Lakes, A Limited Partnership
We have audited the accompanying balance sheets of Fountain Lakes, A Limited Partnership, as of December 31, 1998 and 1997, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Fountain Lakes, A Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information presented on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/Rick J. Tanneberger Rick J. Tanneberger Certified Public Accountant Fayetteville, AR February 11, 1999
Des Monies
[Letterhead] [LOGO] VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C. Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Partners Des Moines Street Associates, L.P. Des Moines, Iowa
We have audited the accompanying balance sheets of Des Moines Street Associates, L.P., (a limited partnership), as of December 31, 1999 and 1998, 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 Des Moines Street Associates, L.P., as of December 31, 1999 and 1998, and the results of its operations, changes in its partners' capital and its cash flows for the years then ended, in conformity with generally accepted accounting principles.
/S/McGowen, Hurst, Clark & Smith, P.C. Des Moines, Iowa February 2, 2000
Des Monies
[Letterhead] [LOGO] VMcHC&S Vroman, McGowen, Hurst, Clark & Smith, P.C. Certified Public Accountants
INDEPENDENT AUDITOR'S REPORT
To the Partners Des Moines Street Associates, L.P. Des Moines, Iowa
We have audited the accompanying balance sheets of Des Moines Street Associates, L.P., (a limited partnership), as of December 31, 1998 and 1997, 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 Des Moines Street Associates, L.P., as of December 31, 1998 and 1997, and the results of its operations, changes in its partners' capital and its cash flows for the years then ended, in conformity with generally accepted accounting principles.
/S/ Vroman, McGowen, Hurst, Clark & Smith, P.C. Des Moines, Iowa January 30, 1999
St. Andrews
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditor's Report
The Partners St. Andrews Pointe Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of St. Andrews Pointe Apartments, A Limited Partnership, as of December 31, 1999 and 1998, and the related statements of loss, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of St. Andrews Pointe Apartments, A Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP February 25, 2000
St. Andrews
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditor's Report
The Partners St. Andrews Pointe Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of St. Andrews Pointe Apartments, A Limited Partnership, as of December 31, 1998 and 1997, and the related statements of loss, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of St. Andrews Pointe Apartments, A Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ KPMG Peat Marwick LLP February 26, 1999
Affordable
[Letterhead] [LOGO] Deloitte & Touche LLP Orlando, FL
INDEPENDENT AUDITORS' REPORT
To the General Partner and Limited Partners of Affordable/Citrus Glen, Ltd.:
We have audited the accompanying balance sheet of Affordable/Citrus Glen, Ltd (a Florida Limited Partnership) as of December 31, 1999, and the related statements of operations, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Affordable/Citrus Glen, Ltd. (a Florida Limited Partnership) as of December 31, 1999, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP January 21, 2000
Affordable
[Letterhead] [LOGO] Deloitte & Touche LLP Orlando, FL
INDEPENDENT AUDITORS' REPORT
To the General Partner and Limited Partners of Affordable/Citrus Glen, Ltd.:
We have audited the accompanying balance sheet of Affordable/Citrus Glen, Ltd. (a Florida Limited Partnership) as of December 31, 1998, and the related statements of operations, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Affordable/Citrus Glen, Ltd. (a Florida Limited Partnership) as of December 31, 1998, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP January 29, 1999
[Letterhead] [LOGO] Deloitte & Touche LLP Orlando, FL
INDEPENDENT AUDITORS' REPORT
To the General Partner and Limited Partners of Affordable/Citrus Glen, Ltd.:
We have audited the accompanying balance sheet of Affordable/Citrus Glen, Ltd. (a Florida Limited Partnership) as of December 31, 1997, and the related statements of operations, partners' equity and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit 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 Affordable/Citrus Glen, Ltd. (a Florida Limited Partnership) as of December 31, 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
/s/ Deloitte & Touche LLP January 6, 1998
EDEN PARK
[Letterhead] [LOGO] MAHONEY ULBRICH CHRISTIANSEN RUSS P.A.
To the Partners Eden Park Limited Partnership Saint Paul, Minnesota
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Eden Park Limited Partnership as of December 31, 1999 and 1998, 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 Eden Park Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/Mahoney Ulbrich Christiansen Russ P.A. Saint Paul, Minnesota February 9, 2000
EDEN PARK
[Letterhead] [LOGO] MAHONEY ULBRICH CHRISTIANSEN RUSS P.A.
To the Partners Eden Park Limited Partnership Saint Paul, Minnesota
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Eden Park Limited Partnership as of December 31, 1998 and 1997, 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. 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 Eden Park Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/Mahoney Ulbrich Christiansen Russ P.A. Saint Paul, Minnesota January 25, 1999
Madera
[Letterhead] [LOGO] Reznick Fedder & Silverman Boston, MA
To the Partners of Madera Sunrise Terrace Limited Partnership
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Madera Sunrise Terrace Limited Partnership as of December 31, 1999 and 1998, and the related statements of operations, changes in partners' capital 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 these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madera Sunrise Terrace Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
/s/Reznick Fedder & Silverman January 17, 2000
Madera
[Letterhead] [LOGO] Reznick Fedder & Silverman Boston, MA
To the Partners of Madera Sunrise Terrace Limited Partnership
INDEPENDENT AUDITOR'S REPORT
We have audited the accompanying balance sheets of Madera Sunrise Terrace Limited Partnership as of December 31, 1998 and 1997, and the related statements of operations, changes in partners' capital 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 these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madera Sunrise Terrace Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles.
/s/Reznick Fedder & Silverman January 15, 1999
TWIN OAKS
[Letterhead] [LOGO] Kirschner Hutton Perlin, P.C. Certified Public Accountants Southfield, Michigan
Independent Auditors Report January 30, 2000
Partners Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership
We have audited the accompanying balance sheet of Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership, MSHDA Project No. 915, as of December 31, 1999 and 1998, and the related statements of profit and loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental data on (pages 15 to 18) 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.
In accordance with Government Auditing Standards, we have also issued a report dated January 19, 2000, on our consideration of Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations and contracts.
/s/Kirschner Hutton Perlin, P.C.
TWIN OAKS
[Letterhead] [LOGO] Kirschner Hutton Perlin, P.C. Certified Public Accountants Southfield, Michigan
Independent Auditors Report January 19, 1999
Partners Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership
We have audited the accompanying balance sheet of Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership, MSHDA Project No. 915, as of December 31, 1998 and 1997, and the related statements of profit and loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standard 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 Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership as of December 31, 1998 and
1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental data on (pages 15 to 18) 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.
In accordance with Government Auditing Standards, we have also issued a report dated January 19, 1999, on our consideration of Twin Oaks Meadows Limited Dividend Housing Association Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations and contracts.
/s/Kirschner Hutton Perlin, P.C.
Guardian
[Letterhead] [LOGO] ERNST & YOUNG LLP
Report of Independent Auditors
The Partners Guardian Place Limited Partnership
We have audited the accompanying balance sheets of Guardian Place Limited Partnership as of December 31, 1999 and 1998, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the 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 Guardian Place Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/Ernst & Young LLP Birmingham , Alabama January 21, 2000
Guardian
[Letterhead] [LOGO] ERNST & YOUNG LLP
Report of Independent Auditors
The Partners Guardian Place Limited Partnership
We have audited the accompanying balance sheets of Guardian Place Limited Partnership as of December 31, 1998 and 1997, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the 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 Guardian Place Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/Ernst & Young LLP Birmingham , Alabama February 16, 1999
WOODS Lane
[Letterhead] [LOGO] Rick J. Tanneberger Certified Public Accountant
Independent Auditor's Report
The Partners Woods Lane, A Limited Partnership
We have audited the accompanying balance sheets of Woods Lane, A Limited Partnership, as of December 31, 1999 and 1998, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Woods Lane, A Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/Rick J. Tanneberger Rick J. Tanneberger Certified Public Accountant Fayetteville, AR February 3, 2000
WOODS Lane
[Letterhead] [LOGO] Rick J. Tanneberger Certified Public Accountant
Independent Auditor's Report
The Partners Woods Lane, A Limited Partnership
We have audited the accompanying balance sheets of Woods Lane, A Limited Partnership, as of December 31, 1998 and 1997, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audits in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Woods Lane, A Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/Rick J. Tanneberger Rick J. Tanneberger Certified Public Accountant Fayetteville, AR February 11, 1999
Crafton
[Letterhead] [LOGO] Rick J. Tanneberger Certified Public Accountant
Independent Auditor's Report
The Partners Crafton Place, A Limited Partnership
We have audited the accompanying balance sheets of Crafton Place, A Limited Partnership, as of December 31, 1999 and 1998, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crafton Place, A Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information presented on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/Rick J. Tanneberger Rick J. Tanneberger Certified Public Accountant Fayetteville, AR February 3, 2000
Crafton
[Letterhead] [LOGO] Rick J. Tanneberger Certified Public Accountant
Independent Auditor's Report
The Partners Crafton Place, A Limited Partnership
We have audited the accompanying balance sheets of Crafton Place, A Limited Partnership, as of December 31, 1998 and 1997, and the related statements of income, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. These standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Crafton Place, A Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information presented on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/Rick J. Tanneberger Rick J. Tanneberger Certified Public Accountant Fayetteville, AR February 8, 1999
Palo Verde
[Letterhead] [LOGO] Brotemarkle & Sadd Glendale, CA January 26, 2000
Palo Verde II A Nevada Limited Partnership Bakersfield, California
We have audited the accompanying balance sheet of Palo Verde II, A Nevada Limited Partnership (Palo Verde II or the Partnership) as of December 31, 1999 and 1998, and the related statements of operations, partners' capital (deficiency) 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 Palo Verde II as of December 31, 1999 and 1998 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ Brotemarkle & Sadd Glendale, CA
Palo Verde
[Letterhead] [LOGO] Brotemarkle & Sadd Glendale, CA February 3, 1999
Palo Verde II A Nevada Limited Partnership Bakersfield, California
We have audited the accompanying balance sheet of Palo Verde II, A Nevada Limited Partnership (Palo Verde II or the Partnership) as of December 31, 1998 and 1997, and the related statements of operations, partners' capital (deficiency) 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 Palo Verde II as of December 31, 1998 and 1997 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/ Brotemarkle & Sadd Glendale, CA
Andrew's Pointe
[Letterhead] [LOGO] BERC & FOX LIMITED Certified Public Accountants
Independent Auditors' Report
To the Partners, Andrew's Pointe Limited Partnership:
We have audited the accompanying balance sheets of ANDREW'S POINTE LIMITED PARTNERSHIP (a Minnesota Limited Partnership) as of December 31, 1999 and 1998, 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 Andrew's Pointe Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/Berc & Fox Limited MINNEAPOLIS, MINNESOTA January 27, 2000
Andrew's Pointe
[Letterhead] [LOGO] BERC & FOX LIMITED Certified Public Accountants
Independent Auditors' Report
To the Partners, Andrew's Pointe Limited Partnership:
We have audited the accompanying balance sheets of ANDREW'S POINTE LIMITED PARTNERSHIP (a Minnesota Limited Partnership) as of December 31, 1998 and 1997, 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 Andrew's Pointe Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/Berc & Fox Limited MINNEAPOLIS, MINNESOTA January 22, 1999
Santa Fe
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditors' Report
The Partners Santa Fe Oaks Phase II, A Limited Partnership:
We have audited the accompanying balance sheets of Santa Fe Oaks Phase II, A Limited Partnership as of December 31, 1999 and 1998, and the related statements of loss, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Santa Fe Oaks Phase II, A Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/KPMG PEAT MARWICK LLP Atlanta, GA FEBRUARY 25, 2000
Santa Fe
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditors' Report
The Partners Santa Fe Oaks Phase II, A Limited Partnership:
We have audited the accompanying balance sheets of Santa Fe Oaks Phase II, A Limited Partnership as of December 31, 1998 and 1997, and the related statements of loss, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Santa Fe Oaks Phase II, A Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/KPMG PEAT MARWICK LLP Atlanta, GA FEBRUARY 26, 1999
OAK RIDGE
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditors' Report
The Partners Oak Ridge Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Oak Ridge Apartments, A Limited Partnership, as of December 31, 1999 and 1998, and the related statements of loss, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oak Ridge Apartments, A Limited Partnership as of December 31, 1999 and 1998, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/KPMG PEAT MARWICK LLP FEBRUARY 25, 2000
OAK RIDGE
[Letterhead] [LOGO] KPMG Peat Marwick LLP Atlanta, GA
Independent Auditors' Report
The Partners Oak Ridge Apartments, A Limited Partnership:
We have audited the accompanying balance sheets of Oak Ridge Apartments, A Limited Partnership, as of December 31, 1998 and 1997, and the related statements of loss, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oak Ridge Apartments, A Limited Partnership as of December 31, 1998 and 1997, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles.
/s/KPMG PEAT MARWICK LLP FEBRUARY 26, 1999