Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
- - -------
For the fiscal year ended March 31, 2001
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number 0-24650
INDEPENDENCE TAX CREDIT PLUS L.P. III
(Exact name of registrant as specified in its charter)
Delaware 13-3746339
- - -------------------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
625 Madison Avenue, New York, New York 10022
- - -------------------------------------- -----------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-5333
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Limited Partnership Interests and Beneficial Assignment Certificates
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No ____
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
- 17 -
J:\PFK\March\IND3\IND3.DOC
CAUTIONARY STATEMENT FOR PURPOSES OF
THE "SAFE HARBOR" PROVISIONS OF
THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
WHEN USED IN THIS ANNUAL REPORT ON FORM 10-K, THE WORDS "BELIEVES,"
"ANTICIPATES," "EXPECTS" AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY
FORWARD-LOOKING STATEMENTS. STATEMENTS LOOKING FORWARD IN TIME ARE INCLUDED IN
THIS ANNUAL REPORT ON FORM 10-K PURSUANT TO THE "SAFE HARBOR" PROVISION OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. SUCH STATEMENTS ARE SUBJECT TO
CERTAIN RISKS AND UNCERTAINTIES WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY, INCLUDING, BUT NOT LIMITED TO, THOSE SET FORTH IN "MANAGEMENT'S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING
STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE HEREOF.
PART I
Item 1. Business.
General
Independence Tax Credit Plus L.P. III (the "Partnership") is a limited
partnership which was formed under the laws of the State of Delaware on December
23, 1993. The general partner of the Partnership is Related Independence
Associates III L.P., a Delaware limited partnership (the "General Partner"). The
general partner of the General Partner is Related Independence Associates III
Inc., a Delaware corporation ("RIAI III").
On June 7, 1994, the Partnership commenced a public offering (the "Offering") of
Beneficial Assignment Certificates ("BACs") representing assignments of limited
partnership interests in the Partnership ("Limited Partnership Interests"),
managed by Related Equities Corporation (the "Dealer Manager"), pursuant to a
prospectus dated June 7, 1994 (the "Prospectus").
As of the termination of the offering on May 9, 1995, the Partnership had
received $43,440,000 of gross proceeds of the Offering (the "Gross Proceeds")
from 2,810 investors ("BACs holders"). (See Item 8, "Financial Statements and
Supplementary Data," Note 1).
The Partnership's business is primarily to invest as a limited partner in other
partnerships ("Local Partnerships") owning apartment complexes ("Apartment
Complexes" or "Properties") that are eligible for the low-income housing tax
credit ("Housing Tax Credit") enacted in the Tax Reform Act of 1986, some of
which may also be eligible for the historic rehabilitation tax credit ("Historic
Tax Credit"; together with Housing Tax Credits, "Tax Credits"). The
Partnership's investment in each Local Partnership represents from 98.99% to
99.98% with one Local Partnership at 41.86% of the Partnership's interests in
the Local Partnerships. As of March 31, 2001, the Partnership had acquired
interests in twenty Local Partnerships. As of March 31, 2001, approximately
$35,051,000 (including approximately $3,142,000 classified as a loan repayable
from sale/refinancing proceeds in accordance with the Contribution Agreement and
including acquisition fees of approximately $2,510,000) of net proceeds has been
invested in Local Partnerships of which approximately $1,560,000 remains to be
paid to the Local Partnerships (including approximately $397,000 being held in
escrow), as certain benchmarks such as occupancy levels must be attained prior
to the release of such funds. The Partnership does not intend to acquire
additional subsidiary partnerships.
Investment Objectives/General Incentives
The Partnership has been formed to invest in low-income Apartment Complexes that
are eligible for the Housing Tax Credit enacted in the Tax Reform Act of 1986.
Some Apartment Complexes may also be eligible for Historic Rehabilitation Tax
Credits ("Historic Complexes"). The investment objectives of the Partnership are
described below.
1. Entitle qualified BACs holders to Tax Credits over the period of the
Partnership's entitlement to claim Tax Credits (for each Property, generally ten
years from the date of investment or, if later, the date the Property is leased
to qualified tenants; referred to herein as the "Credit Period") with respect to
each Apartment Complex.
2. Preserve and protect the Partnership's capital.
3. Participate in any capital appreciation in the value of the Properties and
provide distributions of Sale or Refinancing Proceeds upon the disposition of
the Properties.
4. Allocate passive losses to individual BACs holders to offset passive income
that they may realize from rental real estate investments and other passive
activities, and allocate passive losses to corporate BACs holders to offset
business income.
One of the Partnership's objectives is to entitle qualified BACs holders to Tax
Credits over the Credit Period. Each of the Local Partnerships in which the
Partnership has acquired an interest has been allocated by the relevant state
credit agencies the authority to recognize Tax Credits during the Credit Period
provided that the Local Partnership satisfies the rent restriction, minimum
set-aside and other requirements for recognition of the Tax Credits at all times
during such period. Once a Local Partnership has become eligible to recognize
Tax Credits, it may lose such eligibility and suffer an event of "recapture" if
its Property fails to remain in compliance with the Tax Credit requirements.
None of the Local Partnerships in which the Partnership has acquired an interest
has suffered an event of recapture.
There can be no assurance that the Partnership will achieve its investment
objectives as described above.
Competition
The real estate business is highly competitive and substantially all of the
properties acquired by the Partnership are expected to have active competition
from similar properties in their respective vicinities. In addition, various
other limited partnerships may, in the future, be formed by the General Partner
and/or its affiliates to engage in businesses which may be competitive with the
Partnership.
Employees
The Partnership does not have any direct employees. All services are performed
for the Partnership by the General Partner and its affiliates. The General
Partner receives compensation in connection with such activities as set forth in
Items 11 and 13. In addition, the Partnership reimburses the General Partner and
certain of its affiliates from expenses incurred in connection with the
performance by their employees of services for the Partnership in accordance
with the Partnership's Amended and Restated Agreement of Limited Partnership
(the "Partnership Agreement").
Item 2. Properties.
As of March 31, 2001, the Partnership had acquired an interest in twenty Local
Partnerships, all of which have been consolidated for accounting purposes.
Except for the interest in New Zion Apartments, L.P. ("New Zion"), the
Partnership's investment in each Local Partnership represents 98.99% or 99.89%
of the partnership interests in the Local Partnership. The Partnership's
investment in New Zion represents 42.39% of the partnership interest in the
subsidiary partnership (the other 58.12% limited partnership interest is owned
by affiliates of the Partnership, with the same management). Set forth below is
a schedule of the Local Partnerships including certain information concerning
their respective Apartment Complexes (the "Local Partnership Schedule"). Further
information concerning these Local Partnerships and their properties, including
any encumbrances affecting the properties, may be found in Schedule III to the
financial statements which are included herein.
Local Partnership Schedule
Name and Location % of Units Occupied at May 1,
-----------------------------------
(Number of Units) Date Acquired 2001 2000 1999 1998 1997
- - ----------------- ------------- ---- ---- ---- ---- ----
Edward Hotel Limited Partnership
Los Angeles, CA (47) November 1994 100% 100% 100% 98% 100%
Pacific-East L.P.
Brooklyn, NY (39) December 1994 100% 97% 100% 100% 97%
Overtown Development Group, Ltd.
Miami, FL (65) December 1994 89% 79% 83% 78% 89%
Sumpter Commons Associates, L.P. April 1995 100% 100% 95% 95% 95%
Brooklyn, NY (21)
Park Housing Limited Partnership May 1995 97% 97% 100% 93% 97%
Hartford, CT (30)
Livingston Manor Urban Renewal
Associates, L.P. June 1995 98% 98% 98% 96% 94%
New Brunswick, NJ (50)
Jefferis Square Housing Partnership L.P. June 1995 100% 100% 97% 100% 97%
Chester, PA (36)
2301 First Avenue Limited Partnership August 1995 98% 100% 99% 99% 97%
New York, NY (92)
Lewis Street L.P. October 1995 88% 91% 94% 97% 100%
Buffalo, NY (32)
Savannah Park Housing
Limited Partnership October 1995 84% 84% 95% 79% 77%
Washington, DC (64)
Brannon Group, L.C. December 1995 88% (a) 76% 94% 95%
Leisure City, FL (80)
Mansion Court Phase II Venture December 1995 95% 90% 95% 100% 100%
Philadelphia, PA (19)
Primm Place Partners, L.P. December 1995 98% 100% 97% 97% 31%*
St. Louis, MI (128)
BK-9-A Partners L.P. December 1995 100% 100% 100% 100% 100%
Brooklyn, NY (23)
BK-10K Partners L.P. December 1995 96% 91% 95% 81% 91%
Brooklyn, NY (21)
Aspen-Olive Associates
Philadelphia, PA (22) October 1996 100% 100% 100% 100% 0%*
West Mill Creek Associates III L.P.
Philadelphia, PA (72) January 1997 100% 100% 99% 99% 0%*
Universal Court Associates
Philadelphia, PA (32) April 1997 100% 94% 100% 0%*
New Zion Apartments
Shreveport, LA (100) November 1997 100% 99% 98% 0%*
Dreitzer House
New York, NY (32) December 1997 97% 100% 0%* 0%*
(a) As a result of ongoing litigation related to the Local General Partner of
Brannon Group L.C., occupancy rates have not been provided by the management
agent.
*Properties in construction phase.
All leases are generally for periods not greater than one to two years and no
tenant occupies more than 10% of the rentable square footage.
Commercial tenants (to which average rental per square foot applies) comprise
less than 5% of the rental revenues of the Partnership. Maximum rents for the
residential units are determined annually by HUD and reflect increases/decreases
in consumer price indices in various geographic areas. Market conditions,
however, determine the amount of rent actually charged.
Management annually reviews the physical state of the properties and suggests to
the respective general partners of the Local Partnerships ("Local General
Partners") budget improvements which are generally funded from cash flow from
operations or release of replacement reserve escrows to the extent available.
Management annually reviews the insurance coverage of the properties and
believes such coverage is adequate.
See Item 1, Business, above for the general competitive conditions to which the
properties described above are subject.
Real estate taxes are calculated using rates and assessed valuations determined
by the township or city in which the property is located. Such taxes have
approximated 1% of the aggregate cost of the properties as shown in Schedule III
to the financial statements included herein.
In connection with investments in development-stage Apartment Complexes, the
General Partner generally requires that the Local General Partners provide
completion guarantees and/or undertake to repurchase the Partnership's interest
in the Local Partnership if construction or rehabilitation is not completed
substantially on time or on budget ("Development Deficit Guarantees"). The
Development Deficit Guarantees generally also require the Local General Partner
to provide any funds necessary to cover net operating deficits of the Local
Partnership until such time as the Apartment Complex has achieved break-even
operations. The General Partner generally requires that the Local General
Partners undertake an obligation to fund operating deficits of the Local
Partnership (up to a stated maximum amount) during a limited period of time
(typically three to five years) following the achievement of break-even
operations ("Operating Deficit Guarantees"). As of March 31, 2001, 2000 and
1999, the gross amounts of the Operating Deficit Guarantees aggregate
approximately $5,129,000, $1,610,000 of which has expired as of March 31, 2001.
Management does not expect that expiration to have a material impact on
liquidity, based on prior years' fundings. As of March 31, 2001, approximately
$1,347,000 has been funded under the Operating Deficit Guaranty Agreements.
Under the terms of the Development and Operating Deficit Guarantees, amount
funded will be treated as Operating Loans which will not bear interest and which
will be repaid only out of 50% of available cash flow or out of available net
sale or refinancing proceeds. In some instances, the Local General Partners are
required to undertake an obligation to comply with a Rent-Up Guaranty Agreement,
whereby the Local General Partner agrees to pay liquidated damages if
predetermined occupancy rates are not achieved. These payments are made without
right of repayment. In cases where the General Partner deems it appropriate, the
obligations of a Local General Partner under the Development Deficit, Operating
Deficit and/or Rent-Up Guarantees are secured by letters of credit and/or cash
escrow deposits.
Tax Credits with respect to a given Apartment Complex are available for a
ten-year period that commences when the property is leased to qualified tenants.
However, the annual Tax Credits available in the year in which the Apartment
Complex is placed in service, must be prorated based upon the number of months
remaining in the year. The amount of the annual Tax Credit not available in the
first year will be available in the eleventh year. In certain cases, the
Partnership acquired its interest in a Local Partnership after the Local
Partnership had placed its Apartment Complex in service. In these cases, the
Partnership may be allocated Tax Credits only beginning in the month following
the month in which it acquired its interest and Tax Credits allocated in any
prior period are not available to the Partnership.
Item 3. Legal Proceedings.
This information is incorporated by reference to the discussion of Lewis Street
L.P., Pacific East L.P., and Brannon Group L.C. in the Results of Operations of
Certain Local Partnerships contained in Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for the Registrant's Common Equity and Related Security Holder
Matters.
As of March 31, 2001, the Partnership had issued and outstanding 43,440 Limited
Partnership Interests, each representing a $1,000 capital contribution to the
Partnership, or an aggregate capital contribution of $43,440,000. All of the
issued and outstanding Limited Partnership Interests have been issued to
Independence Assignor Inc. (the "Assignor Limited Partner"), which has in turn
issued 43,440 BACs to the purchasers thereof for an aggregate purchase price of
$43,440,000. Each BAC represents all of the economic and virtually all of the
ownership rights attributable to a Limited Partnership Interest held by the
Assignor Limited Partner. BACs may be converted into Limited Partnership
Interests at no cost to the holder (other than the payment of transfer costs not
to exceed $100), but Limited Partnership Interests so acquired are not
thereafter convertible into BACs.
Neither the BACs nor the Limited Partnership Interests are traded on any
established trading market. The Partnership does not intend to include the BACs
for quotation on NASDAQ or for listing on any national or regional stock
exchange or any other established securities market. The Revenue Act of 1987
contained provisions which have an adverse impact on investors in "publicly
traded partnerships." Accordingly, the General Partner has imposed limited
restrictions on the transferability of the BACs and the Limited Partnership
Interests in secondary market transactions. Implementation of the restrictions
should prevent a public trading market from developing and may adversely affect
the ability of an investor to liquidate his or her investment quickly. It is
expected that these procedures will remain in effect until such time, if ever,
as further revision of the Revenue Act of 1987 may permit the Partnership to
lessen the scope of the restrictions.
As of May 1, 2001, the Partnership has approximately 2,563 registered holders of
an aggregate of 43,440 BACs.
All of the Partnership's general partnership interests, representing an
aggregate capital contribution of $1,000, are held by the General Partner.
There are no material legal restrictions in the Partnership Agreement on the
ability of the Partnership to make distributions. However, the Partnership has
made no distributions to the BACs holders as of March 31, 2001. The Partnership
does not anticipate providing cash distributions to its BACs holders other than
from net refinancing or sales proceeds.
In January 2001, affiliates of Everest Properties, Inc. ("Everest") conducted a
tender offer for up to 1,104.47 BACs. In connection with a prior tender offer
for BACs, an affiliate of the General Partner entered into a standstill
agreement dated as of April 23, 1997 (the "Standstill"), which precluded Everest
from independently soliciting BACs (by tender offer or otherwise). At Everest's
request, the General Partner caused its affiliate to release Everest from the
Standstill for the limited purpose of permitting Everest to make its tender
offer. In connection with such arrangements, Everest agreed to cover all of the
Partnership's expenses with respect to processing the tender offer including
mailing costs, legal fees and other administrative costs incurred by the
Partnership. These reimbursements resulted in aggregate payments to the
Partnership of $42,165 which are reflected as "other income" on the financial
statements for Fiscal Year 2000.
Item 6. Selected Financial Data.
The information set forth below presents selected financial data of the
Partnership. There were no operations prior to commencement of the Offering of
BACs on June 7, 1994. Additional financial information is set forth in the
audited financial statements in Item 8 hereof.
Year Ended March 31,
---------------------------------------------------------
OPERATIONS
- - ---------- -------- -------- -------- --------
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- ----
Revenues $ $ $ $ $
6,332,726 5,873,889 5,457,954 4,224,259 3,420,191
Operating expenses (9,357,207)
- ------------ -
(9,597,628) (8,521,362) (6,403,970) (4,840,028)
---------- ---------- ----------
Net loss before (3,264,902) (3,483,318)(3,063,408) (2,179,711) (1,419,837)
minority interest
Minority interest
------- -------- ----- -------
in loss (income) 21,134 9,131 (23,590) 30,346 2,563
------ ----- ------- ------ -----
of subsidiary
partnerships
Net loss $(3,243,768) $(3,474,187)$(3,086,998)$(2,149,365) $
========== =========== ========= ==========
(1,417,274)
Net loss per $ $ $ $ $
======== ======== ======= =======
weighted average (73.93) (79.18) (70.35) (48.98) (32.30)
====== ====== ====== ====== ======
BAC
March 31,
FINANCIAL POSITION
- - ------------------ -------- -------- -------- --------
2001 2000 1999 1998 1997
----------- ----------- ----------- ----------- ----
Total assets $82,660,313 $86,067,310 $90,312,704 $85,077,315 $76,809,088
========== ========== ========== ========== ==========
Total liabilities $54,434,413 $54,433,977 $55,319,950 $46,678,291 $38,050,750
========== ========== ========== ========== ==========
Minority interest $ $ $ $ $
== == == ==
3,143,414 3,307,079 3,192,313 3,511,585 1,721,534
========= ========= ========= ========= =========
Total partners' $25,082,486 $28,326,254 $31,800,441 $34,887,439 $37,036,804
========== ========== ========== ========== ==========
capital
During the year ended March 31, 2001, total assets decreased primarily due to
depreciation and a decrease in cash and cash equivalent. During the year ended
March 31, 2000, total assets decreased primarily due to a decrease in
construction in process. The decrease in total liabilities is primarily due to
principal payments on mortgage notes. During the year ended March 31, 1999,
total assets increased primarily due to increases in property and equipment and
construction in progress. The increase in total liabilities is primarily due to
the proceeds from the mortgage notes payable and construction loans payable used
to pay for the property and equipment, and construction in progress
acquisitions. During the years ended March 31, 1998 and 1997, total assets and
liabilities increased primarily due to the continued acquisition of Local
Partnerships. For the years ended March 31, 1998 and 1997, property and
equipment increased approximately $18,000,000 and $11,600,000, respectively,
construction in progress (decreased) increased approximately $(700,000) and
$600,000, respectively, and mortgage notes increased approximately $6,000,000
and $4,900,000, respectively. For the year ended March 31, 1997, the increase in
property and equipment and construction in progress was partially offset by a
decrease in cash and cash equivalents, investments available-for-sale and cash
held in escrow as a result of the funding of such acquisitions and construction.
For the years ended March 31, 1998 and 1997, respectively, minority interest
increased due to capital contributions from local general partners.
Cash Distributions
The Partnership has made no distributions to the BACs holders as of March 31,
2001.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Liquidity and Capital Resources
General
The Partnership's primary source of funds is interest earned on Gross Proceeds
which are invested in tax-exempt money market instruments pending final payments
to the Local Partnerships. This source of funds is available to meet obligations
of the Partnership.
The Partnership had received $43,440,000 in gross proceeds for BACs pursuant to
a public offering resulting in net proceeds available for investment of
approximately $35,000,000 after volume discounts, payment of sales commissions,
acquisition fees and expenses, organization and offering expenses and
establishment of a working capital reserve.
As of March 31, 2001, the Partnership has invested approximately $35,051,000
(including approximately $3,142,000 classified as loans repayable from
sale/refinancing proceeds in accordance with the Contribution Agreement and not
including acquisition fees of approximately $2,510,000) of net proceeds in
twenty Local Partnerships of which approximately $1,560,000 remains to be paid
to the Local Partnerships (not including approximately $397,000 being held in
escrow) as certain benchmarks, such as occupancy level, must be attained prior
to the release of the funds. There was one downward price adjustment during the
year ended March 31, 2001 in the amount of approximately $23,000 related to one
Local Partnership. The Partnership does not intend to acquire additional
properties. During the year ended March 31, 2001, approximately $1,305,000 was
paid to Local Partnerships, including purchase price adjustments (of which
approximately $1,328,000 was released from escrow). Approximately $1,038,000 was
placed into escrow for purchase price payments during the year ended March 31,
2001. Although the Partnership will not be acquiring additional properties, the
Partnership may be required to fund potential purchase price adjustments based
on tax credit adjustor clauses. Such adjustments resulted in a net decrease in
the purchase price of approximately $23,000 during the year ended March 31,
2001.
During the year ended March 31, 2001, cash and cash equivalents decreased
approximately $659,000. This decrease is due to acquisition of property and
equipment ($156,000), a decrease in accounts payable and other liabilities from
investing activities ($37,000), a net decrease in due to local general partners
and affiliates relating to investing and financing activities ($1,029,000), an
increase in deferred costs ($118,000), cash used in operating activities
($581,000), repayment of construction loans ($6,746,000) and a decrease in
capitalization of consolidated subsidiaries attributable to minority interest
($143,000) which exceeded proceeds from investments available for sale
($1,300,000), net proceeds and principal payments of mortgage loans ($6,753,000)
and a decrease in cash held in escrow relating to investing activities
($96,000). Included in the adjustments to reconcile the net loss to cash used in
operating activities is depreciation and amortization of approximately
$2,810.000.
A working capital reserve had previously been established from the Partnership's
funds available for investment, which includes amounts which may be required for
potential purchase price adjustments based on tax credit adjustor clauses. At
March 31, 2001, all funds were used.
The Partnership has negotiated development deficit guarantees with the Local
Partnerships in which it has invested. The Local General Partners have agreed to
fund development deficit through certain dates as defined in the Partnership
Agreement of each of the Local Partnerships. Such guarantees are defined in
their respective agreements and generally there is no right of repayment to such
Local General Partners. All current development deficit guarantees have expired.
Management does not expect their expiration to have a material impact on
liquidity, based on prior years' fundings.
The Partnership has negotiated Operating Deficit Guaranty Agreements with all
Local Partnerships by which the Local General Partners of the Local Partnerships
have agreed to fund operating deficits for a specified period of time. The terms
of the Operating Deficit Guaranty Agreements vary for each Local Partnership,
with maximum dollar amounts to be funded for a specified period of time,
generally three years, commencing on the break-even date. As of March 31, 2001,
2000 and 1999, the gross amounts of the Operating Deficit Guarantees aggregate
approximately $5,129,000, $1,610,000 of which has expired as of March 31, 2001.
Management does not expect that expiration to have a material impact on
liquidity, based on prior years' fundings. As of March 31, 2001, approximately
$1,347,000 has been funded under the Operating Deficit Guaranty Agreements.
Amounts funded under such agreements are treated as noninterest bearing loans,
which will be paid only out of 50% of available cash flow or out of available
net sale or refinancing proceeds.
In addition, several Local Partnerships had Rent-Up Guaranty Agreements, in
which the Local General Partner agreed to pay liquidated damages if
predetermined occupancy rates were not achieved. The terms of the Rent-Up
Guaranty Agreements varied for each Local Partnership, with maximum dollar
amounts to be funded for a specified period of time. As of March 31, 2001, the
gross amounts of these Rent-Up Guarantees for the Local Partnerships aggregated
approximately $1,779,000 all of which had expired.
The Operating Deficit Guaranty Agreements, Rent-Up Guaranty Agreements, and
Development Deficit Guaranty Agreements were negotiated to protect the
Partnership's interest in the Local Partnerships and to provide incentive to the
Local General Partners to generate positive cash flow.
Partnership management fees owed to the General Partner amounting to
approximately $1,199,000 and $858,000 were accrued and unpaid as of March 31,
2001 and 2000, respectively. Without the General Partner's continued accrual
without payment of certain fees and expense reimbursements, the Partnership will
not be in a position to meet its obligations. The General Partner has continued
allowing the accrual without payment of these amounts but are under no
obligation to continue to do so.
For discussion of contingencies affecting certain subsidiary partnerships, see
Results of Operations of Certain Local Partnerships, below. Since the maximum
loss the Partnership would be liable for is its net investment in the respective
subsidiary partnerships, the resolution of the existing contingencies is not
anticipated to impact future results of operations, liquidity or financial
condition in a material way. However, the Partnership's loss of its investment
in a Local Partnership will eliminate the ability to generate future Tax Credits
from such Local Partnership and may also result in recapture of tax credits if
the investment is lost before the expiration of the Credit Period.
Except as described above, management is not aware of any trends or events,
commitments or uncertainties, which have not otherwise been disclosed that will
or are likely to impact liquidity in a material way. Management believes the
only impact would be for laws that have not yet been adopted. The portfolio is
diversified by the location of the properties around the United States so that
if one area of the country is experiencing downturns in the economy, the
remaining properties in the portfolio may be experiencing upswings. However, the
geographic diversification of the portfolio may not protect against a general
downturn in the national economy. The Partnership has invested the proceeds of
its offering in seventeen Local Partnerships, all of which fully have their Tax
Credits in place. The Tax Credits are attached to the property for a period of
ten years, and are transferable with the property during the remainder of the
ten-year period. If trends in the real estate market warranted the sale of a
property, the remaining Tax Credits would transfer to the new owner; thereby
adding significant value to the property on the market, which are not included
in the financial statement carrying amount.
Results of Operations
Property and equipment to be held and used are carried at cost which includes
the purchase price, acquisition fees and expenses, construction period interest
and any other costs incurred in acquiring the properties. The cost of property
and equipment is depreciated over their estimated useful lives using accelerated
and straight-line methods. Expenditures for repairs and maintenance are charged
to expense as incurred; major renewals and betterments are capitalized. At the
time property and equipment are retired or otherwise disposed of, the cost and
accumulated depreciation are eliminated from the assets and accumulated
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. A loss on impairment of assets is recorded when management estimates
amounts recoverable through future operations and sale of the property on an
undiscounted basis are below depreciated cost. At that time property investments
themselves are reduced to estimated fair value (generally using discounted cash
flows) when the property is considered to be impaired and the depreciated cost
exceeds estimated fair value.
Through March 31, 2001, the Partnership has not recorded any loss on impairment
of assets or reduction to estimated fair value.
At the time management commits to a plan to dispose of assets, said assets are
adjusted to the lower of carrying amount or fair value less costs to sell. These
assets are classified as property and equipment-held for sale and are not
depreciated. Through March 31, 2001, the Partnership has not recorded or
classified any property and equipment as held for sale.
The following is a summary of the results of operations of the Partnership for
the years ended March 31, 2001, 2000 and 1999 (the 2000, 1999 and 1998 Fiscal
Years).
The net loss for the 2000, 1999 and 1998 Fiscal Years aggregated $3,243,768,
$3,474,187 and $3,086, 998, respectively.
The Partnership and BACs holders began recognizing Tax Credits with respect to a
Property when the Credit Period for such Property commenced. Because of the time
required for the acquisition, completion and rent-up of Properties, the amount
of Tax Credits per BAC has gradually increased over the first three years of the
Partnership. Tax Credits not recognized in the first three years will be
recognized in the 11th through 13th years. The Partnership generated $5,682,911,
$5,444,802 and $4,743,808 Housing Tax Credits during the 2000, 1999 and 1998,
tax years, respectively.
2000 vs. 1999
Rental income increased approximately 8% for the 2000 Fiscal Year as compared to
the 1999 Fiscal Year. This increase was primarily due to the rent up of one
Local Partnerships.
Total expenses, excluding operating and insurance remained fairly consistent,
with an increase of approximately 1% for the 2000 Fiscal Year as compared to the
1999 Fiscal Year.
Operating increased approximately $111,000 for the 2000 Fiscal Year as compared
to the 1999 Fiscal Year. This increase was primarily due to the rent up of one
Local Partnership.
Insurance increased approximately $30,000 for the 2000 Fiscal Year as compared
to the 1999 Fiscal Year. This increase was primarily due to an underaccrual at
two Local Partnerships in the 1999 Fiscal Year.
1999 vs. 1998
Rental income increased by approximately 12% for the 1999 Fiscal Year as
compared to the 1998 Fiscal Year. This increase was primarily due to the rent up
of three Local Partnerships and increase in occupancies at four Local
Partnerships.
Other income decreased by approximately 28% for the 1999 Fiscal Year as compared
to the 1998 Fiscal Year. This decrease was primarily due to the lower cash and
cash equivalent balances in 1999 at six Local Partnerships and at the
Partnership level.
Total expenses excluding repairs and maintenance operating, insurance and
financial remained fairly consistent with an increase of approximately 4% for
the 1999 Fiscal Year as compared to the 1998 Fiscal Year.
Repairs and maintenance increased approximately 27% for the 1999 Fiscal Year as
compared to the 1998 Fiscal Year. This increase was primarily due to the rent-up
of two Local Partnerships, interior painting and trim replacement at two Local
Partnerships repairs, and shrub replacements and playground repairs at a third
Local Partnership.
Operating increased approximately 30% for the 1999 Fiscal Year as compared to
the 1998 Fiscal Year. This increase was primarily due to the rent up of two
Local Partnerships, an underaccrual of the electrical usage at one Local
Partnership and an underaccrual of the water and sewer usage at a second Local
Partnership.
Insurance decreased approximately 24% for the 1999 Fiscal Year as compared to
the 1998 Fiscal Year. This decrease was primarily due to the overaccrual of
insurance in the prior year at two Local Partnerships.
Financial increased approximately 22% for the 1999 Fiscal Year as compared to
the 1998 Fiscal Year. This increase is primarily due to the rent up of three
Local Partnerships in 1999, and the related interest expenses in 1998 were
capitalized.
Results of Operations of Certain Local Partnerships
Savannah Park Housing Limited Partnership ("Savannah Park")
The Savannah Park's financial statements have been prepared in conformity with
U.S. generally accepted accounting principles, which contemplates continuation
of the partnership as a going concern. However, Savannah Park is experiencing
cash flow difficulties. Due to high vacancies and a significant increase in
accounts receivable, Savannah Park is unable to generate sufficient cash flow to
meet its financial obligations. In addition, Savannah Park was unable to make
all of the required monthly payments on the outstanding mortgage note payable.
Since 1998, Savannah Park has been unable to make all of the required payments
under the land lease.
Savannah Park's management has been successful in reducing certain operating
expenditures and is also implementing new procedures to improve collections and
increase occupancy.
In view of these matters, realization of a major portion of the assets in
Savannah Park's balance sheet is dependent upon continued operations of Savannah
Park, which in turn is dependent upon the partnership's ability to meet its
financing requirements, and the success of its future operations. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty. The Partnership's investment in Savannah Park at March 31,
2001 and 2000 was zero at each date and the minority interest balance was
approximately $342,000 and $342,000, respectively. Savannah Park's net loss
after minority interest amounted to approximately $58,000, $85,000 and $162,000
for the 2000, 1999, and 1998 and Fiscal Years, respectively.
The financial statements do not include any adjustments relating to the
recoverability that might be necessary should Savannah Park be unable to
continue as a going concern.
Lewis Street L.P.
Lewis Street Limited Partnership ("Lewis Street") has been informed that it is a
defendant in a cause of action that has been brought by the project's original
developer. This litigation will be vigorously contested by the Local
Partnership. Legal counsel for the Local Partnership has indicated that the
ultimate liability, if any, with respect to this possible action cannot be
determined at this time. The Partnership's investment in Lewis Street at March
31, 2001 and 2000 was zero at each date and the minority interest balance was
zero at each date. Lewis Street's net loss after minority interest amounted to
approximately $100,000, $98,000 and $99,000 for the 2000, 1999, and 1998 Fiscal
Years, respectively.
Pacific East L.P.
The Pacific East L.P. was a defendant in a lawsuit filed by one of its tenants
for injuries allegedly sustained as a result of an assault by an intruder in the
tenant's apartment. A judgment has been rendered in favor of the plaintiff for
$260,000. The Local Partnership's liability insurance will cover the judgment
therefore no liability related to this litigation has been recorded.
Brannon Group L.C.
On April 7, 2000, Civil Action 00 Civ 2715 (JGK) was filed and, is pending in
the United States District Court for the Southern District of New York. It is
styled "RubinBaum LLP, Plaintiff v. Related Corporate Partners V, L.P., Related
Corporate SLP, L.P. (the "Related Defendants"), the Brannon Group, L.L.C., D.
Reid Brannon and Ivan Brannon (the "Brannon Defendants"), Defendants, v.
Independence SLP III, L.P., the Partnership and Keys 288, LLC, (the "Third Party
Defendants"). The managing members of the Brannon Group L.C. were removed for
breaching their fiduciary responsibilities and contractual obligations. An
affiliate of the General Partner was admitted as the new managing member. The
Related Defendants have asserted cross-claims against the Brannon Defendants for
breach of fiduciary duties, breach of contract, an accounting and a declaratory
judgement that, inter alia, Reid and Ivan Brannon were properly removed as
Managers of the Brannon Group L.C. The Brannon Defendants have asserted claims
against the Related Defendants and the Third Party Defendants for breach of
contract, breach of fiduciary duty, intentional interference with advantageous
business relationships, breach of the implied covenant of good faith and fair
dealing, unjust enrichment, declaratory and injunctive relief. They seek to
recover unspecified compensatory and punitive damages, prejudgement and
post-judgement interest, costs and attorney's fees as well as injunctive and
declaratory relief. The action is set for trial on the Court's August 24, 2001
docket. The discovery deadline is July 6, 2001. Discovery has just begun.
Management intends to vigorously pursue their claims against the Brannon
Defendants and to vigorously defend the claims alleged against the Partnership.
Given the preliminary stage of these proceedings, we can express no opinion on
the likely outcome.
Other
The Partnership's investment as a limited partner in the Local Partnerships is
subject to the risks of potential losses arising from management and ownership
of improved real estate. The Partnership's investments also could be adversely
affected by poor economic conditions generally, which could increase vacancy
levels and rental payment defaults and increase operating expenses, any or all
of which could threaten the financing viability of one or more of the Local
Partnerships.
There also are substantial risks associated with the operation of Apartment
Complexes receiving government assistance. These include governmental
regulations concerning tenant eligibility, which may make it more difficult to
rent apartments in the complexes; difficulties in obtaining government approval
for rent increases; limitations on the percentage of income which low and
moderate-income tenants may pay as rent; the possibility that Congress may not
appropriate funds to enable HUD to make the rental assistance payments it has
contracted to make; and that when the rental assistance contracts expire there
may not be market demand for apartments at full market rents in a Local
Partnership's Apartment Complex.
The Local Partnerships are impacted by inflation in several ways. Inflation
allows for increases in rental rates generally to reflect the impact of higher
operating and replacement costs. Inflation also affects the Local Partnerships
adversely by increasing operating costs, for example, for such items as fuel,
utilities and labor.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
Sequential
Page
---------------
(a) 1. Consolidated Financial Statements
Independent Auditors' Report 17
Consolidated Balance Sheets at March 31, 2001 and 2000 70
Consolidated Statements of Operations for the Years Ended March 31, 2001, 2000 and 1999 71
Consolidated Statements of Changes in Partners' Capital (Deficit) for the Years Ended March 31, 2001, 2000 and
1999 72
Consolidated Statements of Cash Flows for the Years Ended March 31, 2001, 2000 and 1999 73
Notes to Consolidated Financial Statements 75
INDEPENDENT AUDITORS' REPORT
To the Partners of
Independence Tax Credit Plus L.P. III and Subsidiaries
(A Delaware Limited Partnership)
We have audited the consolidated balance sheets of Independence Tax Credit Plus
L.P. III and Subsidiaries (A Delaware Limited Partnership) as of March 31, 2001
and 2000, and the related consolidated statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended March 31, 2001,
2000 and 1999 (the 2000, 1999 and 1998 Fiscal Years, respectively). These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We did not audit the financial statements for twenty (2000, 1999 and
1998 Fiscal Years) subsidiary partnerships whose losses aggregated $2,566,254,
$2,970,037 and $2,305,752 for the years ended March 31, 2001, 2000 and 1999,
respectively, and whose assets constituted 96% and 94% of the Partnership's
assets at March 31, 2001 and 2000, respectively, presented in the accompanying
consolidated financial statements. The financial statements of nineteen (2000
and 1999 Fiscal Years) and twenty (1998 Fiscal Year) subsidiary partnerships
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 these subsidiary partnerships, is based solely upon the reports of the other
auditors. The financial statements for one (2000 and 1999 Fiscal Years)
subsidiary partnership were not audited.
We conducted our audits in accordance with U.S. generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, based upon our audits, and the reports of the other auditors
referred to above, the consolidated financial statements referred to in the
first paragraph present fairly, in all material respects, the financial position
of Independence Tax Credit Plus L.P. III and Subsidiaries at March 31, 2001 and
2000, and the results of their operations and their cash flows for the years
ended March 31, 2001, 2000 and 1999, in conformity with U.S. generally accepted
accounting principles.
As discussed in Note 10(a), the consolidated financial statements include the
financial statements of one subsidiary partnership with a significant
contingency and uncertainty. The financial statements of this subsidiary
partnership were prepared assuming that it will continue as a going concern. The
subsidiary partnership's net losses amounted to $58,460 (Fiscal 2000), $85,452
(Fiscal 1999) and $163,341 (Fiscal 1998) and its assets were $3,576,528 and
$3,641,469 at March 31, 2001 and 2000, respectively. These matters raise
substantial doubt about this subsidiary partnership's ability to continue as a
going concern. Management's plans in regard to these matters are also described
in Note 10(a). The accompanying consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP
New York, New York
June 13, 2001
[HOLTHOUSE CARLIN & VAN TRIGT LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of the
Edward Hotel Limited Partnership:
We have audited the accompanying balance sheets of Edward Hotel Limited
Partnership (a California limited partnership) as of December 31, 2000 and 1999,
and the related statements of operations, changes in partners' capital (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Edward Hotel Limited
Partnership as of December 31, 2000 and 1999, 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 information included in the
accompanying Schedule I 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/ Holthouse Carlin & Van Trigt LLP
Los Angeles, California
January 23, 2001
[HOLTHOUSE CARLIN & VAN TRIGT LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of the
Edward Hotel Limited Partnership:
We have audited the accompanying balance sheets of Edward Hotel Limited
Partnership (a California limited partnership) as of December 31, 1999 and 1998,
and the related statements of operations, changes in partners' capital (deficit)
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Edward Hotel 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 information included in the
accompanying Schedule I 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/ Holthouse Carlin & Van Trigt LLP
Los Angeles, California
January 25, 2000
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Pacific-East L.P.
We have audited the accompanying balance sheet of Pacific-East L.P. as of
December 31, 2000, and the related statements of operations, changes in
partners' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Pacific-East L.P. as of
December 31, 2000, and the results of its operations, the changes in partners'
deficit and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/ Reznick Fedder & Silverman
Atlanta, Georgia
January 16, 2001
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Pacific-East L.P.
We have audited the accompanying balance sheet of Pacific-East L.P. as of
December 31, 1999, and the related statements of operations, changes in
partners' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Pacific-East L.P. as of
December 31, 1999, and the results of its operations, the changes in partners'
deficit and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 4, 2000
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Pacific-East L.P.
We have audited the accompanying balance sheet of Pacific-East L.P. as of
December 31, 1998, and the related statements of operations, changes in
partners' deficit and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 Pacific-East L.P. as of
December 31, 1998, and the results of its operations, the changes in partners'
deficit and its cash flows for the year then ended, in conformity with generally
accepted accounting principles.
/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 16, 1999
[SMITH, ORTIZ, GOMEZ AND BUZZI, P.A. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Partners
Overtown Development Group, Ltd.
(A Limited Partnership):
We have audited the accompanying balance sheets of Overtown Development Group,
Ltd. (A Limited Partnership) as of December 31, 2000 and 1999, and the related
statement of operations, changes in partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of Overtown
Development Group, Ltd. management. Our responsibility is to express an opinion
on these financial statements based on our audits.
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, based on our audits, the financial statements referred to above
present fairly, in all material respects, the financial position of Overtown
Development Group, Ltd. as of December 31, 2000 and 1999, and the results
of its operations and its cash flows for the years then ended in conformity
with generally accepted accounting principles.
/s/ Smith, Ortiz, Gomez and Buzzi, P.A.
Miami, Florida
January 31, 2001
[SMITH, ORTIZ, GOMEZ AND BUZZI, P.A. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
The Partners
Overtown Development Group, Ltd.
(A Limited Partnership):
We have audited the accompanying balance sheets of Overtown Development Group,
Ltd. (A Limited Partnership) as of December 31, 1999 and 1998, and the related
statement of operations, changes in partners' capital, and cash flows for the
years then ended. These financial statements are the responsibility of Overtown
Development Group, Ltd. management. Our responsibility is to express an opinion
on these financial statements based on our audits.
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, based on our audits, the financial statements referred to above
present fairly, in all material respects, the financial position of Overtown
Development Group, Ltd. 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/ Smith, Ortiz, Gomez and Buzzi, P.A.
Miami, Florida
February 15, 2000
[LAWLOR, O'BRIEN & CHERVENAK, LLC LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Sumpter Commons Associates, L.P.
We have audited the accompanying balance sheet of Sumpter Commons Associates,
L.P. as of December 31, 2000, and the related statements of operations, changes
in partners' capital (deficit), and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sumpter Commons Associates,
L.P. as of December 31, 2000, and the results of its operations, changes in
partners' capital (deficit), and cash flows for the year then ended in
conformity with generally accepted accounting principles.
/s/ Lawlor, O'Brien & Chervenak, LLC
Totowa, New Jersey
February 14, 2001
[LAWLOR, O'BRIEN & CHERVENAK, LLC LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Sumpter Commons Associates, L.P.
We have audited the accompanying balance sheet of Sumpter Commons Associates,
L.P. as of December 31, 1999, and the related statements of operations, changes
in partners' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sumpter Commons Associates,
L.P. as of December 31, 1999, and the results of its operations, changes in
partners' deficit, and cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Lawlor, O'Brien & Chervenak, LLC
Totowa, New Jersey
February 15, 2000
[LAWLOR, O'BRIEN & CHERVENAK, LLC LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Sumpter Commons Associates, L.P.
We have audited the accompanying balance sheet of Sumpter Commons Associates,
L.P. as of December 31, 1998, and the related statements of operations, changes
in partners' deficit, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Sumpter Commons Associates,
L.P. as of December 31, 1998, and the results of its operations, changes in
partners' deficit, and cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ Lawlor, O'Brien & Chervenak, LLC
West Paterson, New Jersey
February 15, 1999
[KOSTIN, RUFFKESS & COMPANY, LLC LETTERHEAD]
To The Partners
Park Housing Limited Partnership
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Park Housing Limited
Partnership as of December 31, 2000, and the related statements of operations
and partners' capital, and cash flows for the year then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Park Housing Limited
Partnership as of December 31, 2000, and the results of its operations and cash
flows for the year then ended, in accordance with generally accepted accounting
principles.
/s/ Kostin, Ruffkess & Company, LLC
West Hartford, Connecticut
February 6, 2001
[KOSTIN, RUFFKESS & COMPANY, LLC LETTERHEAD]
To The Partners
Park Housing Limited Partnership
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Park Housing Limited
Partnership as of December 31, 1999, and the related statements of revenues,
expenses and partners' capital, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Park Housing Limited
Partnership as of December 31, 1999, and the results of its operations and cash
flows for the year then ended, in accordance with generally accepted accounting
principles.
/s/ Kostin, Ruffkess & Company, LLC
West Hartford, Connecticut
February 2, 2000
[KOSTIN, RUFFKESS & COMPANY, LLC LETTERHEAD]
To The Partners
Park Housing Limited Partnership
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance sheet of Park Housing Limited
Partnership as of December 31, 1998, and the related statements of revenues,
expenses and partners' capital, and cash flows for the year then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Park Housing Limited
Partnership as of December 31, 1998, and the results of its operations and cash
flows for the year then ended, in accordance with generally accepted accounting
principles.
/s/ Kostin, Ruffkess & Company, LLC
West Hartford, Connecticut
February 3, 1999
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Livingston Manor Urban Renewal Associates, L.P.
We have audited the accompanying balance sheets of Livingston Manor Urban
Renewal Associates, L.P. as of December 31, 2000 and 1999, and the related
statements of operations, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Livingston Manor Urban Renewal
Associates, L.P. at December 31, 2000 and 1999, and the results of its
operations and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Boston, Massachusetts
January 16, 2001
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Livingston Manor Urban Renewal Associates, L.P.
We have audited the accompanying balance sheets of Livingston Manor Urban
Renewal Associates, L.P. as of December 31, 1999 and 1998, and the related
statements of operations, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's general partner and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partner and contracted management agent, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinions.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Livingston Manor Urban Renewal
Associates, L.P. at 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/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 13, 2000
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Jefferis Square Housing Partnership, L.P.
We have audited the accompanying balance sheets of Jefferis Square Housing
Partnership, L.P. (a Pennsylvania limited partnership) as of December 31, 2000
and 1999, and the related statements of operations, changes in partners' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's general partners and contracted management
agent. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, 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 Jefferis Square Housing
Partnership, L.P. at December 31, 2000 and 1999, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan, LLP
Boston, Massachusetts
January 15, 2001
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Jefferis Square Housing Partnership, L.P.
We have audited the accompanying balance sheets of Jefferis Square Housing
Partnership, L.P. (a Pennsylvania limited partnership) as of December 31, 1999
and 1998, and the related statements of operations, changes in partners' equity
and cash flows for the years then ended. These financial statements are the
responsibility of the Partnership's general partners and contracted management
agent. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, 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 Jefferis Square Housing
Partnership, L.P. at December 31, 1999 and 1998, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended in conformity with generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan, LLP
Quincy, Massachusetts
January 21, 2000
[FRIEDMAN ALPREN & GREEN LLP LETTERHEAD]
Independent Auditors' Report
To the Partners of
2301 First Avenue Limited Partnership:
We have audited the accompanying balance sheet of 2301 First Avenue Limited
Partnership as of December 31, 2000, and the related statements of operations,
changes in partners' capital deficiency 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 auditing standards generally accepted
in the United States of America. 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 2301 First Avenue Limited
Partnership as of December 31, 2000, and the results of its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ Friedman Alpren & Green LLP
New York, NY
February 8, 2001
[FRIEDMAN ALPREN & GREEN LLP LETTERHEAD]
Independent Auditors' Report
To the Partners of
2301 First Avenue Limited Partnership:
We have audited the accompanying balance sheet of 2301 First Avenue Limited
Partnership as of December 31, 1999, and the related statements of operations,
changes in partners' capital deficiency 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 2301 First Avenue 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/ Friedman Alpren & Green LLP
New York, NY
February 3, 2000
[LESHKOWITZ & COMPANY, LLP LETTERHEAD]
Independent Auditor's Report
To the Partners of
2301 First Avenue Limited Partnership:
We have audited the accompanying balance sheets of 2301 First Avenue Limited
Partnership of at December 31, 1998 and 1997, and the related statements of
operations, changes in partners' capital (deficit), and cash flows for the years
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our 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 2301 First Avenue Limited
Partnership as of December 31, 1998 and 1997, and the results of its operations,
changes in partners' capital and its cash flows for the years then ended in
conformity with generally accepted accounting principles.
/s/ Leshkowitz & Company, LLP
New York, NY
February 23, 1999
[TOSKI, SCHAEFER & CO., P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
The Partners
Lewis Street Limited Partnership:
We have audited the accompanying balance sheets of Lewis Street Limited
Partnership as of December 31, 2000 and 1999 and the related statements of
operations, partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing standards
and Government Auditing Standards, issued by the Comptroller General of the
United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Lewis Street Limited
Partnership as of December 31, 2000 and 1999 and the results of its operations,
changes in partners' equity and cash flows for the years then ended, in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued a report
dated January 31, 2001 on our consideration of the Partnership's internal
control and on its compliance with laws and regulations applicable to the
financial statements. That report is an integral part of an audit performed in
accordance with Government Auditing Standards and should be read in conjunction
with this report in considering the results of our audit.
/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
January 31, 2001
[TOSKI, SCHAEFER & CO., P.C. LETTERHEAD]
INDEPENDENT AUDITOR'S REPORT
The Partners
Lewis Street Limited Partnership:
We have audited the accompanying balance sheets of Lewis Street 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
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 Lewis Street Limited
Partnership as of December 31, 1999 and 1998 and the results of its operations,
changes in partners' equity and cash flows for the years then ended, in
conformity with generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued reports
dated January 21, 2000 on our consideration of the Partnership's internal
control and on its compliance with laws and regulations applicable to the
financial statements.
/s/ Toski, Schaefer & Co., P.C.
Williamsville, New York
January 21, 2000
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Savannah Park Housing
Limited Partnership
We have audited the accompanying balance sheet of Savannah Park Housing Limited
Partnership as of December 31, 2000, and the related statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Savannah Park Housing Limited
Partnership as of December 31, 2000, and the results of its operations, the
changes in partners' capital and cash flows for the year then ended, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming that the
partnership will continue as a going concern. As discussed in note B to the
financial statements, the partnership's declining cash flow and defaults on its
land lease and a note payable raise substantial doubt about the partnership's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in note B. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
March 2, 2001
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Savannah Park Housing
Limited Partnership
We have audited the accompanying balance sheet of Savannah Park Housing Limited
Partnership as of December 31, 1999, and the related statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Savannah Park Housing Limited
Partnership as of December 31, 1999, and the results of its operations, the
changes in partners' capital and cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 27, 2000
[REZNICK FEDDER & SILVERMAN LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners
Savannah Park Housing
Limited Partnership
We have audited the accompanying balance sheet of Savannah Park Housing Limited
Partnership as of December 31, 1998, and the related statements of operations,
changes in partners' capital and cash flows for the year then ended. These
financial statements are the responsibility of the partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Savannah Park Housing Limited
Partnership as of December 31, 1998, and the results of its operations, the
changes in partners' capital and cash flows for the year then ended, in
conformity with generally accepted accounting principles.
/s/ Resnick Fedder & Silverman
Bethesda, Maryland
February 17, 1999
[BDO Seidman, LLP LETTERHEAD]
Independent Auditors' Report
Brannon Group, L.C.
(A Limited Liability Company)
Coral Gables, Florida
We have audited the accompanying balance sheet of Brannon Group, L.C. (A Limited
Liability Company) as of December 31, 1998, and the related statements of profit
and loss, changes in members' capital accounts, and cash flows for the year then
ended. These financial statements are the responsibility of the management of
the company. 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 Brannon Group, L.C. at 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/ BDO Seidman, LLP
Certified Public Accountants
Miami, Florida
February 15, 1999
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Mansion Court Phase II Venture
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Mansion Court Phase II
Venture (a Pennsylvania limited partnership) as of December 31, 2000 and 1999
and the related statements of operations, changes in partners' equity and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's general partners and contracted management
agent. Our responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mansion Court Phase II Venture
at December 31, 2000 and 1999, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Boston, Massachusetts
January 28, 2001
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Mansion Court Phase II Venture
Philadelphia, Pennsylvania
We have audited the accompanying balance sheet of Mansion Court Phase II Venture
(a Pennsylvania limited partnership) as of December 31, 1999 and 1998 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Mansion Court Phase II Venture
at December 31, 1999 and 1998, and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 18, 2000
[RBG & CO. LETTERHEAD]
Independent Auditors' Report
Partners
Primm Place Partners, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Primm Place Partners, L.P., a
Missouri limited partnership, as of December 31, 2000 and the related statements
of income, 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 Primm Place Partners, L.P., as
of December 31, 2000, and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
January 19, 2001
[RBG & CO. LETTERHEAD]
Independent Auditors' Report
Partners
Primm Place Partners, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Primm Place Partners, L.P., a
Missouri limited partnership, as of December 31, 1999 and the related statements
of income, 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 Primm Place Partners, L.P., 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/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
February 3, 2000
[RBG & CO. LETTERHEAD]
Independent Auditors' Report
Partners
Primm Place Partners, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Primm Place Partners, L.P., a
Missouri limited partnership, as of December 31, 1998 and the related statements
of income, 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 Primm Place Partners, L.P., 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/ Rubin, Brown, Gornstein & Co. LLP
St. Louis, Missouri
February 5, 1999
[RAINES AND FISCHER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of BK-9-A Partners, L.P.:
We have audited the accompanying balance sheet of BK-9-A Partners, L.P. (A New
York Limited Partnership) as of December 31, 2000 and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BK-9-A Partners, L.P. (A New
York Limited Partnership) as of December 31, 2000, and the results of its
operations, changes in its partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Raines & Fischer
New York, New York
January 24, 2001
[RAINES AND FISCHER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of BK-9-A Partners, L.P.:
We have audited the accompanying balance sheet of BK-9-A Partners, L.P. (A New
York Limited Partnership) as of December 31, 1999 and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BK-9-A Partners, L.P. (A New
York Limited Partnership) as of December 31, 1999, and the results of its
operations, changes in its partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Raines & Fischer
New York, New York
February 9, 2000
[RAINES AND FISCHER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of BK-9-A Partners, L.P.:
We have audited the accompanying balance sheet of BK-9-A Partners, L.P. (A New
York Limited Partnership) as of December 31, 1998 and the related statements of
operations, changes in partners' capital, and cash flows for the year then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of BK-9-A Partners, L.P. (A New
York Limited Partnership) as of December 31, 1998, and the results of its
operations, changes in its partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Raines & Fischer
New York, New York
February 4, 1999
[RAINES AND FISCHER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of BK-10K Partners, L.P.:
We have audited the accompanying balance sheet of BK-10K Partners, L.P. (A New
York Limited Partnership) as of December 31, 2000 and the related statements of
operations, changes in partners' capital (deficit), and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 BK-10K Partners, L.P. (A New
York Limited Partnership) as of December 31, 2000, and the results of its
operations, changes in its partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Raines & Fischer
New York, New York
February 6, 2001
[RAINES AND FISCHER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of BK-10K Partners, L.P.:
We have audited the accompanying balance sheet of BK-10K Partners, L.P. (A New
York Limited Partnership) as of December 31, 1999 and the related statements of
operations, changes in partners' capital (deficit), and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 BK-10K Partners, L.P. (A New
York Limited Partnership) as of December 31, 1999, and the results of its
operations, changes in its partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Raines & Fischer
New York, New York
February 9, 2000
[RAINES AND FISCHER LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of BK-10K Partners, L.P.:
We have audited the accompanying balance sheet of BK-10K Partners, L.P. (A New
York Limited Partnership) as of December 31, 1998 and the related statements of
operations, changes in partners' capital (deficit), and cash flows for the year
then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
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 BK-10K Partners, L.P. (A New
York Limited Partnership) as of December 31, 1998, and the results of its
operations, changes in its partners' capital and its cash flows for the year
then ended in conformity with generally accepted accounting principles.
/s/ Raines & Fischer
New York, New York
February 22, 1999
[ZINER, KENNEDY & LEHAN LLP LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Aspen-Olive Associates
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Aspen-Olive Associates (a
Pennsylvania limited partnership) as of December 31, 2000 and 1999 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, 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 Aspen-Olive Associates at
December 31, 2000 and 1999 and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Boston, Massachusetts
January 13, 2001
[ZINER, KENNEDY & LEHAN LLP. LETTERHEAD]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Aspen-Olive Associates
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Aspen-Olive Associates (a
Pennsylvania limited partnership) as of December 31, 1999 and 1998 and the
related statements of operations, changes in partners' equity and cash flows for
the years then ended. These financial statements are the responsibility of the
Partnership's general partners and contracted management agent. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the
Partnership's general partners and contracted management agent, 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 Aspen-Olive Associates at
December 31, 1999 and 1998 and the results of its operations, changes in
partners' equity and its cash flows for the years then ended in conformity with
generally accepted accounting principles.
/s/ Ziner, Kennedy & Lehan LLP
Quincy, Massachusetts
January 27, 2000
[ASHER & COMPANY, LTD. LETTERHEAD]
Independent Auditors' Report
The Partners
West Mill Creek Associates III
T/A Jameson Court
Marlton, New Jersey
We have audited the accompanying balance sheets of West Mill Creek Associates
III T/A Jameson Court (A Limited Partnership), PHFA Project No. 0-0476, as of
December 31, 2000 and 1999 and the related statements of profit and 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
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 bas