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, 2005
OR
[X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
COMMISSION FILE NUMBER 0-20476
INDEPENDENCE TAX CREDIT PLUS L.P.
(Formerly known as Independence Tax Credit Plus Program)
(Exact name of registrant as specified in its charter)
Delaware 13-3589920
- ------------------------------- --------------------
(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) 517-3700
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Beneficial Assignment Certificates (including underlying Limited
Partnership Interests)
(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]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
The approximate aggregate book value of the voting and non-voting common
equity held by non-affiliates of the Registrant as of September 30, 2004 was
$9,126,000, based on Limited Partner equity as of such date.
DOCUMENTS INCORPORATED BY REFERENCE
None.
PART I
Item 1. Business.
General
- -------
Independence Tax Credit Plus L.P. (the "Partnership") is a limited partnership
which was formed under the laws of the State of Delaware on November 7, 1990.
The general partner of the Partnership is Related Independence Associates L.P.,
a Delaware limited partnership (the "General Partner"). The general partner of
the General Partner is Related Independence Associates Inc., a Delaware
corporation ("RIAI") and is an affiliate of Related Capital Company ("RCC").
On November 17, 2003, CharterMac acquired RCC, which is the indirect parent of
RCC Manager LLC, the sole shareholder of RIAI. Pursuant to the acquisition,
CharterMac acquired controlling interests in the General Partner. This
acquisition did not affect the Partnership or its day-to-day operations, as the
majority of the General Partner's management team remained unchanged.
On July 1, 1991, 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 July 1, 1991, as supplemented by Master Supplement No. 1a
thereto dated April 28, 1992 and Master Supplement No. 2a thereto dated November
3, 1992 (as so supplemented, the "Prospectus").
The Partnership received $76,786,000 of gross proceeds from the Offering from
5,351 investors and no further issuance of BACs is anticipated.
The Partnership was formed 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" and
together with Housing Tax Credits, "Tax Credits"). The Partnership's investment
in each Local Partnership represents from 98% to 98.99% of the Partnership's
interests in the Local Partnership. As of March 31, 2005, the Partnership had
acquired interests in twenty-eight Local Partnerships. As of March 31, 2005,
approximately $59,700,000 (not including acquisition fees of approximately
$4,500,000) of net proceeds had been invested in Local Partnerships of which
approximately $18,000 remains to be paid (all of which, is held in escrow) to
the Local Partnerships, as certain benchmarks such as occupancy levels must be
attained prior to the release of the funds. During the year ended March 31,
2005, payment of approximately $10,000 were made from escrow. The Partnership
does not intend to acquire additional properties. See Item 2, Properties, below.
The investment objectives of the Partnership are to:
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 placed
in service; 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.
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 leased to qualified tenants must be prorated based upon the months
remaining in the year. The amount of the annual Tax Credits not available in the
first year will be available in the eleventh year. Internal Revenue Code Section
42 regulates the use of the Apartment Complexes as to occupancy, eligibility,
and unit gross rent, among other requirements. Each Apartment Complex must meet
the provisions of these regulations during each of fifteen consecutive years
(the "Compliance Period") in order to remain qualified to receive the credits.
Certain Apartment Complexes have extended compliance periods of up to fifty
years. The Partnership generated $1,051,548, $7,001,508 and $11,256,724 in Tax
Credits during the years ending December 31, 2004, 2003 and 2002, respectively.
The Tax Credits are attached to a Local Partnership for the Credit Period and
are transferable with the property during the entirety of such 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 value to
the property on the market. However, such value declines each year and is not
included in the financial statement carrying amount. The Credit Periods are
scheduled to expire at various times through December 31, 2010 with respect to
the Local Partnerships depending upon when the Credit Period commenced.
A loss on impairment of assets is recorded when management estimates amounts
recoverable through future operations and sale of the property on an
2
undiscounted basis are below depreciated cost. At that time the property
investments themselves are reduced to estimated fair value (generally using the
discounted cash flow valuation method). Through March 31, 2005, the Partnership
has recorded approximately $500,000 as an aggregate loss on impairment of assets
or reduction to estimated fair value.
While the value of the remaining Tax Credits are a factor in calculating fair
value, the expiration of the Credit Period, in and of itself, is not the only
factor in determining whether there is an impairment and generally does not have
any adverse impact on the fair value of the Local Partnerships.
There can be no assurance that the Partnership will achieve its investment
objectives as described above.
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally, however no more than 21%
of the Properties are located in any single state. There are also substantial
risks associated with owning interests in properties, as does the Partnership,
which receive government assistance, for example the possibility that Congress
may not appropriate funds to enable HUD to make rental assistance payments. HUD
also restricts annual cash distributions to partners based on operating results
and a percentage of the owner's equity contribution. The Partnership cannot sell
or substantially liquidate its investments in subsidiary partnerships during the
period that the subsidy agreements are in existence, without HUD's approval.
Furthermore, there may not be market demand for apartments at full market rents
when the rental assistance contracts expire.
Segments
- --------
The Partnership operates in one segment, which is the investment in multi-family
residential property.
Competition
- -----------
The real estate business is highly competitive and substantially all of the
Properties acquired by the Partnership are subject to active competition from
similar properties in their respective vicinities. In addition, various other
limited partnerships have, in the past, and 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. The General Partner is also the general
partner of Independence Tax Credit Plus L.P. II.
Employees
- ---------
The Partnership does not have any direct employees. All services are performed
for the Partnership by its 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 for 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").
3
Item 2. Properties.
The Partnership holds a 98.99% limited partnership interest in twenty-seven and
a 98% limited partnership interest in one Local Partnership as of March 31,
2005. 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 Item 15, Schedule III.
Local Partnership Schedule
--------------------------
% of Units Occupied at May 1,
Name and Location --------------------------------
(Number of Units) Date Acquired 2005 2004 2003 2002 2001
- ------------------------------------- ------------- ---- ---- ---- ---- ----
Harbor Court Limited Partnership December 1991 98% 100% 98% 100% 100%
Staten Island, NY (40)
Old Public Limited Partnership December 1991 67% 63% 93% 61% 85%
Lawrenceburg, TN (30)
Lancaster Terrace Limited Partnership February 1992 93% 89% 86% 97% 91%
Salem, OR (104)
655 North Street Limited Partnership March 1992 92% 94% 87% 83% 85%
Baton Rouge, LA (195)
Landreth Venture March 1992 96% 92% 96% 94% 90%
Philadelphia, PA (47)
Homestead Apartments Associates Ltd. March 1992 99% 96% 93% 97% 98%
Homestead, FL (123)
Bethel Villa Associates, L.P. April 1992 100% 100% 99% 97% 99%
Wilmington, DE (150)
West Diamond Street Associates May 1992 100% 96% 96% 100% 96%
Philadelphia, PA (28)
Susquehanna Partners May 1992 87% 98% 96% 94% 100%
Philadelphia, PA (47)
Boston Bay Limited Partnership August 1992 99% 99% 98% 100% 96%
Boston, MA (88)
Morrant Bay Limited Partnership August 1992 92% 99% 98% 97% 96%
Boston, MA (130)
Hope Bay Limited Partnership August 1992 98% 100% 100% 96% 100%
Boston, MA (45)
Lares Apartments Limited Partnership August 1992 100% 100% 100% 100% 100%
Lares, PR (102)
Lajas Apartments Limited Partnership August 1992 100% 100% 100% 100% 100%
Lajas, PR (99)
Arlington-Rodeo Properties August 1992 100% 97% 100% 90% 100%
Los Angeles, CA (29)
Conifer Bateman Associates August 1992 92% 96% 92% 88% 83%
Lowville, NY (24)
Hampden Hall Associates, L.P. September 1992 95% 93% 99% 95% 97%
St. Louis, MO (75)
Chester Renaissance Associates September 1992 100% 100% 100% 95% 95%
Chester, PA (20)
Homestead Apts. II LTD October 1992 99% 96% 96% 99% 95%
Homestead, FL (112)
4
Local Partnership Schedule
--------------------------
(continued)
% of Units Occupied at May 1,
Name and Location --------------------------------
(Number of Units) Date Acquired 2005 2004 2003 2002 2001
- ------------------------------------- ------------- ---- ---- ---- ---- ----
P.S. 157 Associates, L.P. November 1992 100% 100% 100% 100% 100%
New York, NY (73)
Cloisters Limited Partnership II November 1992 98% 98% 98% 97% 100%
Philadelphia, PA (65)
Creative Choice Homes II, LTD December 1992 95% 98% 97% 98% 94%
Opa-Locka, FL (328)
Milford Crossing Associates L.P. December 1992 93% 96% 100% 94% 99%
Milford, DE (73)
BX-7F Associates, L.P. January 1993 97% 96% 100% 98% 99%
Bronx, NY (85)
Los Angeles Limited Partnership May 1993 100% 100% 100% 100% 100%
Rio Piedras, PR (124)
Christine Apartments, L.P. June 1993 100% 91% 100% 94% 100%
Buffalo, NY (32)
Plainsboro Housing Partners, L.P. July 1993 97% 99% 98% 99% 98%
Plainsboro, NJ (126)
Rolling Green Associates, L.P. October 1993 97% 97% 90% 84% 91%
Syracuse, NY (395)
All leases are generally for periods not exceeding one to two years and no
tenant occupies more than 10% of the rentable square footage.
Rents from 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.
Item 3. Legal Proceedings
None
Item 4. Submission of Matters to a Vote of Security Holders
None
5
PART II
Item 5. Market for the Registrant's Common Equity, Related Security Holder
Matters and Issuer Purchaser of Equity Securities
As of March 31, 2005, the Partnership had issued and outstanding 76,786 Limited
Partnership Interests, each representing a $1,000 capital contribution to the
Partnership, or an aggregate capital contribution of $76,786,000. 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 76,786 BACs to the purchasers thereof for an aggregate purchase price of
$76,786,000. 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. These restrictions should prevent a
public trading market from developing but may adversely affect the ability of an
investor to liquidate his or her investment quickly. It is expected that such
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 4, 2005, the Partnership has approximately 4,632 registered holders of
an aggregate of 76,786 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. The Partnership has made no
distributions to the BACs holders as of March 31, 2005. The Partnership does not
anticipate providing cash distributions to its BACs holders other than from net
refinancing or sales proceeds.
Item 6. Selected Financial Data
The information set forth below presents selected financial data of the
Partnership. Additional financial information is set forth in the audited
consolidated financial statements in Item 8 hereof.
Years Ended March 31,
-------------------------------------------------------------------------
OPERATIONS 2005 2004 2003 2002 2001
- ------------------------------ ------------ ------------ ------------ ------------ ------------
Revenues $ 22,520,951 $ 21,664,974 $ 21,055,542 $ 20,573,977 $ 20,741,395
Operating expenses (28,519,052) (29,240,908) (26,413,948) (26,069,921) (26,200,525)
------------ ------------ ------------ ------------ ------------
Loss before minority interest (5,998,101) (7,575,934) (5,358,406) (5,495,944) (5,459,130)
Minority interest in loss of
subsidiaries 33,027 19,365 14,661 13,750 15,252
------------ ------------ ------------ ------------ ------------
Net loss $ (5,965,074) $ (7,556,569) $ (5,343,745) $ (5,482,194) $ (5,443,878)
============ ============ ============ ============ ============
Net loss per weighted average
BAC $ (76.93) $ (97.45) $ (68.91) $ (70.70) $ (70.20)
============ ============ ============ ============ ============
March 31,
-------------------------------------------------------------------------
FINANCIAL POSITION 2005 2004 2003 2002 2001
- ------------------------------ ------------ ------------ ------------ ------------ ------------
Total assets $135,523,965 $139,042,443 $142,581,513 $147,768,441 $153,954,157
============ ============ ============ ============ ============
Total liabilities $124,452,229 $122,586,996 $118,327,823 $117,856,272 $117,841,568
============ ============ ============ ============ ============
Minority interest $ 5,533,377 $ 4,952,014 $ 5,193,688 $ 5,508,422 $ 6,226,648
============ ============ ============ ============ ============
Total partners' capital $ 5,538,359 $ 11,503,433 $ 19,060,002 $ 24,403,747 $ 29,885,941
============ ============ ============ ============ ============
During the years ended March 31, 2005, 2004, 2003, 2002 and 2001, total assets
decreased primarily due to depreciation. During the year ended March 31, 2005,
total liabilities increased due to increased advances from an affiliate of the
General Partner at two Local Partnerships. During the year ended March 31, 2004,
total liabilities increased due to increased advances from an affiliate of the
General Partner to one Local Partnership and increased accounts payable from
operations at a second Local Partnership.
Cash Distributions
- ------------------
There are no legal restrictions on the Partnership making distributions to BACs
holders; however, the Partnership has made no distributions to the BACs holders
as of March 31, 2005 and does not expect to be able to make distributions except
out of net sale proceeds when the Partnership begins to dispose of its
investments.
6
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The Partnership's primary source of funds is the cash distributions from the
operations of the Local Partnerships. These cash distributions, which remain
relatively immaterial, are available to meet obligations of the Partnership.
Distributions of approximately $119,000, $148,000 and $186,000 were received
during the years ended March 31, 2005, 2004 and 2003, respectively. However,
management expects that the distributions received from the Local Partnerships
will increase, although not to a level sufficient to permit providing cash
distributions to BACs holders. These distributions, as well as the working
capital reserves and the continued deferral of fees payable to the General
Partner discussed below, will be used to meet the operating expenses of the
Partnership.
As of March 31, 2005, the Partnership has invested all of the net proceeds in
twenty-eight Local Partnerships. Approximately $18,000 of the purchase price
remains to be paid (all of which is held in escrow). During the year ended March
31, 2005, payments of approximately $10,000 were made from escrow.
During the year ended March 31, 2005, cash and cash equivalents increased
approximately $139,000. This increase is due to cash provided by operating
activities ($4,708,000) and an increase in capitalization of consolidated
subsidiaries attributable to minority interest ($614,000) which exceeded
acquisitions of property and equipment ($1,776,000), a net decrease in due to
local general partners and affiliates relating to investing and financing
activities ($149,000), repayments of mortgage notes ($2,530,000) and an increase
in cash held in escrow relating to investing activities ($728,000). Included in
the adjustments to reconcile the net loss to cash provided by operating
activities is depreciation and amortization ($5,601,000).
The Partnership's unconsolidated working capital reserve at March 31, 2005 was
approximately $61,000.
Partnership management fees owed to the General Partner amounting to
approximately $6,599,000 and $5,719,000 were accrued and unpaid as of March 31,
2005 and 2004, respectively. Without the General Partner's advances and
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 to advance and allow the accrual without payment of these
amounts but is under no obligation to continue to do so.
Total expenses for the years ended March 31, 2005, 2004 and 2003, excluding
depreciation and amortization, interest and general and administrative - related
parties, totaled $16,045,935, $16,261,261 and $13,434,002, respectively. For the
years ended March 31, 2005 and 2004, accounts payable, accrued interest payable
and security deposits payable were as follows:
March 31,
------------------------------
2005 2004
------------- -------------
Accounts payable $ 6,891,920 $ 5,661,371
Accrued interest payable 8,287,354 8,236,097
Security deposits payable 758,082 760,767
------------- -------------
Total accounts payable $ 15,937,356 $ 14,658,235
============= =============
Accounts payable are short term liabilities which are expected to be paid from
operating cash flows, working capital balances at the Local Partnership level,
local general partner advances and in certain circumstances advances from the
Partnership. Because the provisions of the secondary loans defer the payment of
accrued interest of the respective Local Partnerships, the Partnership believes
it (and the applicable Local Partnerships) has sufficient liquidity and ability
to generate cash and to meet existing and known or reasonably likely future cash
requirements over both the short and long term.
Accrued interest payable represents the accrued interest on all mortgage loans,
which include primary and secondary loans. Certain secondary loans have
provisions such that interest is accrued but not payable until a future date.
The Partnership anticipates the payment of accrued interest on the secondary
loans (which make up the majority of the accrued interest payable amount
indicated in the above table and which have been accumulating since the
Partnership's investment in the respective Local Partnership) will be made from
future refinancings or sales proceeds of the respective Local Partnerships. In
addition, each Local Partnership's mortgage notes are collateralized by the land
and buildings of the respective Local Partnership, and are without further
recourse to the Partnership.
Security deposits payable are offset by cash held in security deposits, which
are included in "Cash held in escrow" on the Consolidated Balance Sheets.
For a discussion of contingencies affecting certain Local 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 expiration of the Credit Period.
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 from
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
7
diversification of the portfolio may not protect against a general downturn in
the national economy. The Partnership has fully invested the proceeds of its
offering in 28 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 value
to the property on the market. However, such value declines each year and is not
included in the financial statement carrying amount.
Tabular Disclosure of Contractual Obligations
- ---------------------------------------------
The following table summarized the Partnership's commitments as of March 31,
2005 to make future payments under its debt agreements and other contractual
obligations.
Less than 1-3 3-5 More than
Total 1 Year Years Years 5 Years
------------ ------------ ------------ ------------ ------------
Mortgage notes payable (a) $ 90,308,318 $ 3,012,015 $ 7,122,827 $ 10,898,676 $ 69,274,800
Long term notes payable (b) 1,460,240 - - - 1,460,240
------------ ------------ ------------ ------------ ------------
$ 91,768,558 $ 3,012,015 $ 7,122,827 $ 10,898,676 $ 70,735,040
============ ============ ============ ============ ============
(a) The mortgage notes are payable in aggregate monthly installments of
approximately $547,000, including principal and interest at rates varying
from 0% to 9% per annum, through the year 2048. Each subsidiary
partnership's mortgage note payable is collateralized by the land and
buildings of the respective subsidiary partnership, the assignment of
certain subsidiary partnership's rents and leases, and is without further
recourse.
(b) See Note 8 (B) ii in Item 8. Financial Statements and Supplementary Data.
Off Balance Sheet Arrangements
- ------------------------------
The Partnership has no off-balance sheet arrangements.
Critical Accounting Policies
- ----------------------------
In preparing the consolidated financial statements, management has made
estimates and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting periods. Actual results could differ
from those estimates. Set forth below is a summary of the accounting policies
that management believes are critical to the preparation of the consolidated
financial statements. The summary should be read in conjunction with the more
complete discussion of the Partnership's accounting policies included in Note 2
to the consolidated financial statements in this annual report on Form 10-K.
Property and Equipment
- ----------------------
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. The Partnership complies with Statement of Financial Accounting
Standards (SFAS) No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". 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 is 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.
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, 2005, the Partnership has recorded approximately $500,000 as
an aggregate loss on impairment of assets.
Revenue Recognition
- -------------------
Rental income is earned primarily under standard residential operating leases
and is typically due the first day of each month, but can vary by property due
to the terms of the tenant leases. Rental income is recognized when earned and
charged to tenants' accounts receivable if not received by the due date. Rental
payments received in advance of the due date are deferred until earned. Rental
subsidies are recognized as rental income during the month in which it is
earned.
Other revenues are recorded when earned and consist of the following items:
Interest income earned on cash and cash equivalent balances and cash held in
escrow balances, income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.
Other revenues include the following amounts at both the Partnership and Local
Partnership level:
Years Ended March 31,
--------------------------------------
2005 2004 2003
------------ ----------- -----------
Interest $ 90,727 $ 112,027 $ 156,479
Other 487,609 522,842 596,011
------------ ----------- -----------
Total other revenue $ 578,336 $ 634,869 $ 752,490
============ =========== ===========
8
Income Taxes
- ------------
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31.
New Accounting Pronouncements
- -----------------------------
On December 16, 2004, the FASB issued Statements of Financial Accounting
Standards ("SFAS") No. 153, Exchanges of Nonmonetary Assets - An Amendment of
APB Opinion No. 29 ("SFAS No. 153"). The amendments made by SFAS No. 153 are
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. The Partnership does not believe that the adoption of SFAS No. 153 on June
15, 2005 will have a material effect on the Partnership's consolidated financial
statements.
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 were applicable no later than December 15, 2003.
The Partnership has not created any variable interest entities after January 31,
2003. In December 2003, the FASB redeliberated certain proposed modifications
and revised FIN 46 ("FIN 46 (R)"). The revised provisions were applicable no
later than the first reporting period ending after March 15, 2004. The adoption
of FIN 46 (R) did not have a material impact on the Partnership's financial
reporting and disclosures.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments that, under previous
guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities ( or assets in some
circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. The guidance in SFAS No. 150 generally was effective for all
financial instruments entered into or modified after May 31, 2003, and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does not have an impact on the Partnership's financial reporting and
disclosures.
Results of Operations
- ---------------------
The following is a summary of the results of operations of the Partnership for
the years ended March 31, 2005, 2004 and 2003 (the 2004, 2003 and 2002 Fiscal
Years, respectively.)
The Partnership's results of operations for the 2004, 2003 and 2002 Fiscal Years
consisted primarily of the results of the Partnership's investment in the
twenty-eight Local Partnerships. The majority of Local Partnership income
continues to be in the form of rental income with the corresponding expenses
being divided among operations, depreciation and mortgage interest.
The net loss for the 2004, 2003 and 2002 Fiscal Years totaled $5,982,905,
$7,556,569 and $5,343,745, respectively.
The Partnership and BACs holders began to recognize Housing 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 gradually increased over the first
three years of the Partnership. Housing Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years. The Partnership
generated $1,051,548, $7,001,508 and $11,256,724 of Housing Tax Credits during
the 2004, 2003 and 2002 tax years, respectively.
2004 vs. 2003
- -------------
Rental income increased approximately 4% for the 2004 Fiscal Year as compared to
the 2003 Fiscal Year, primarily due to rental rate increases.
Total expenses, excluding taxes, remained fairly consistent with a decrease of
approximately 7% for the 2004 Fiscal Year as compared to the 2003 Fiscal Year.
Tax expense increased approximately $191,000 for the 2004 Fiscal Year as
compared to the 2003 Fiscal Year, primarily due to an increase in state property
taxes at two Local Partnerships.
2003 vs. 2002
- -------------
Rental income increased approximately 4% for the 2003 Fiscal Year as compared to
the 2002 Fiscal Year, primarily due to rental rate increases.
Other income decreased approximately $118,000 for the 2003 Fiscal Year as
compared to the 2002 Fiscal Year due to a decrease in laundry and late fee
income at one Local Partnership and a write-off of a note payable and an utility
refund in the prior year at a second Local Partnership.
Total expenses, excluding repairs and maintenance, operating and insurance,
remained fairly consistent with a decrease of less than 1% for the 2003 Fiscal
Year as compared with the 2002 Fiscal Year.
Repairs and maintenance increased approximately $2,133,000 for the 2003 Fiscal
Year as compared to the 2002 Fiscal Year primarily due to flood repair expenses
at one Local Partnership and increased security costs, carpet replacement and
painting at a second Local Partnership.
Operating increased approximately $383,000 for the 2003 Fiscal Year as compared
to the 2002 Fiscal Year primarily due to increased water bills at one Local
Partnership and increased electricity and gas costs at several other Local
Partnerships.
9
Insurance increased approximately $284,000 for the 2003 Fiscal Year as compared
to the 2002 Fiscal Year primarily due to an increase in insurance premiums at
the Local Partnerships.
Results of Operations of Certain Local Partnerships
- ---------------------------------------------------
Creative Choice Homes II L.P. ("Opa-Locka")
- -------------------------------------------
Opa-Locka is in default on its third and fourth mortgage notes and continues to
incur significant operating losses. This condition raises substantial doubt
about Opa-Locka's ability to continue as a going concern. The ability for
Opa-Locka to continue as a going concern is based on the general partner's
continuing ability to fund operating losses. The Partnership's investment in
Opa-Locka at March 31, 2005 and 2004 was approximately $2,970,000 and
$3,435,000, respectively, and the minority interest balance was $0 for both
years. Opa-Locka's net loss amounted to approximately $465,000, $1,550,000 and
$173,000 for the 2004, 2003 and 2002 Fiscal Years, respectively.
Other
- -----
The Partnership's investment as a limited partner in the Local Partnerships is
subject to the risks incident to the 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 by increased operating
expenses, any or all of which could threaten the financial viability of one or
more of the Local Partnerships.
There also are substantial risks associated with the operations 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 the Department of Housing and Urban Development 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. Furthermore, inflation generally does not
impact the fixed long-term financing under which real property investments were
purchased. Inflation also affects the Local Partnerships adversely by increasing
operating costs, such as fuel, utilities, and labor.
Item 7A. Quantitative and Qualitative Disclosure about Market Risk
Mortgage notes are payable in aggregate monthly installments including principal
and interest at rates varying from 0% to 9% per annum. The Partnership does not
believe there is a material risk associated with the various interest rates
associated with the mortgage notes as the majority of the Local Partnership
mortgage notes have fixed rates. The Partnership currently discloses in Item 8,
Note 3 of the Notes to Consolidated Financial Statements, the fair value of the
mortgage notes payable. The Partnership does not have any other market risk
sensitive instruments.
10
Item 8. Financial Statements and Supplementary Data
Sequential
Page
----------
(a) 1. Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm 12
Consolidated Balance Sheets at March 31, 2005 and 2004 73
Consolidated Statements of Operations for the Years
Ended March 31, 2005, 2004 and 2003 74
Consolidated Statements of Changes in Partners' Capital
(Deficit) for the Years Ended March 31, 2005, 2004 and 2003 75
Consolidated Statements of Cash Flows for the Years Ended
March 31, 2005, 2004 and 2003 76
Notes to Consolidated Financial Statements 77
11
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
We have audited the consolidated balance sheets of Independence Tax Credit Plus
L.P. and Subsidiaries (A Delaware Limited Partnership) as of March 31, 2005 and
2004, and the related consolidated statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended March 31, 2005,
2004 and 2003 (the 2004, 2003 and 2002 Fiscal Years). 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-seven (2004 and 2003 Fiscal Years) and
twenty-eight (2002 Fiscal Year) subsidiary partnerships whose losses aggregated
$4,647,042, $5,925,149 and $4,165,568 for the 2004, 2003 and 2002 Fiscal Years,
respectively, and whose assets constituted 93% and 94% of the Partnership's
assets at March 31, 2005 and 2004, respectively, presented in the accompanying
consolidated financial statements. The financial statements for twenty-six (2004
and 2003 Fiscal Years) and twenty-seven (2002 fiscal Year) of these 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 of these
subsidiary partnerships were unaudited.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, 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. and Subsidiaries at March 31, 2005 and
2004, and the results of their operations and their cash flows for the years
ended March 31, 2005, 2004 and 2003, in conformity with U.S. generally accepted
accounting principles.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP
New York, New York
June 8, 2005
12
[Letterhead of Reznick Group, P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Harbor Court Associates, L.P.
We have audited the accompanying balance sheets of Harbor Court Associates, L.P.
as of December 31, 2004 and 2003, 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 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 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 Harbor Court Associates, L.P.,
as of December 31, 2004 and 2003, and the results of its operations, the changes
in partners' equity and its cash flows for the years then ended, in conformity
with accounting principles generally accepted in the United States of America.
/s/ Reznick Group, P.C.
Bethesda, Maryland
January 28, 2005
13
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Harbor Court L.P.
We have audited the accompanying balance sheets of Harbor Court L.P. as of
December 31, 2003 and 2002, and the related statements of income, partners'
equity and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our 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 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 Harbor Court L.P., as of
December 31, 2003 and 2002, and the results of its income, the changes in
partners' equity and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland
January 26, 2004
14
[Letterhead of Mack Roberts & Company, L.L.C.]
INDEPENDENT AUDITOR'S REPORT
The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon
We have audited the balance sheets of Lancaster Terrace Limited Partnership as
of December 31, 2004 and 2003, and the related statements of operations, changes
in partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with U.S. 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 Lancaster Terrace Limited
Partnership as of December 31, 2004 and 2003, and the results of its operations
and its cash flows for the years then ended in conformity with U.S. generally
accepted accounting principles.
/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 5, 2005
15
[Letterhead of Mack Roberts & Company, L.L.C.]
INDEPENDENT AUDITOR'S REPORT
The Partners
Lancaster Terrace Limited Partnership
Salem, Oregon
We have audited the balance sheets of Lancaster Terrace Limited Partnership as
of December 31, 2003 and 2002, and the related statements of operations, changes
in partners' capital, and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with U.S. 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 Lancaster Terrace Limited
Partnership as of December 31, 2003 and 2002, and the results of its operations
and its cash flows for the years then ended in conformity with U.S. generally
accepted accounting principles.
/s/ Mack, Roberts & Co., L.L.C.
Portland, Oregon
February 5, 2004
16
[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
655 North Street Limited Partnership
New Orleans, Louisiana
We have audited the accompanying balance sheets of 655 North Street Limited
Partnership, HUD Project No. 064-44801, as of December 31, 2004 and 2003, and
the related statements of income, changes in partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and free of
material misstatement. An audit includes examining, or 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 655 North Street Limited
Partnership, HUD Project No. 064-44801, as of December 31, 2004 and 2003, and
the results of its operations, changes in partners' equity, and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
In accordance with GOVERNMENT AUDITING STANDARDS and the CONSOLIDATED AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 4, 2005, on our
consideration of 655 North Street Limited Partnership's internal control, and
reports dated February 4, 2005, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to Fair
Housing and Non-Discrimination. Those reports are 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 19 to 33 is presented for purposes of additional analysis and is not a
required part of the basic financial statements of the Project. Such information
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
February 4, 2005
17
[Letterhead of Pailet, Meunier and LeBlanc, L.L.P.]
INDEPENDENT AUDITOR'S REPORT
To the Partners
655 North Street Limited Partnership
New Orleans, Louisiana
We have audited the accompanying balance sheets of 655 North Street Limited
Partnership, HUD Project No. 064-44801, as of December 31, 2003 and 2002, and
the related statements of income, changes in partners' equity, and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and free of
material misstatement. An audit includes examining, or 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 655 North Street Limited
Partnership, HUD Project No. 064-44801, as of December 31, 2003 and 2002, and
the results of its operations, changes in partners' equity, and cash flows for
the years then ended in conformity with accounting principles generally accepted
in the United States of America.
In accordance with GOVERNMENT AUDITING STANDARDS and the CONSOLIDATED AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS issued by the U.S. Department of Housing and
Urban Development, we have also issued a report dated February 21, 2004, on our
consideration of 655 North Street Limited Partnership's internal control, and
reports dated February 21, 2004, on its compliance with specific requirements
applicable to major HUD programs and specific requirements applicable to Fair
Housing and Non-Discrimination. Those reports are 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.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental information
on pages 19 to 33 is presented for purposes of additional analysis and is not a
required part of the basic financial statements of the Project. Such information
has been subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects, in relation to the basic financial statements taken as a whole.
/s/ Pailet, Meunier & LeBlanc, L.L.P.
Metairie, Louisiana
February 21, 2004
18
[Letterhead of Reznick Group, P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Landreth Venture
We have audited the accompanying balance sheets of Landreth Venture as of
December 31, 2004 and 2003, and the related statements of profit and loss,
changes in partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Landreth Venture as of December
31, 2004 and 2003, and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued our report
for the year ended December 31, 2004, dated January 28, 2005, on our
consideration of Landreth Venture's internal control over financial reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts, and grant agreements and other matters. The purpose of that report is
to describe the scope of our testing of internal control over financial
reporting and compliance and the results of that testing, and not to provide an
opinion on the internal control over financial reporting or on compliance. That
report is an integral part of an audit performed in accordance with Government
Auditing Standards and should be considered in assessing the results of our
audit.
Our audits were made for the purpose of forming an opinion on the basis
financial statements taken as a whole. The 2004 supplemental information on
pages 25 through 28 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/ Reznick Group, P.C.
Baltimore, Maryland
January 28, 2005
19
[Letterhead of Reznick, Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Landreth Venture
We have audited the accompanying balance sheet of Landreth Venture as of
December 31, 2003 and 2002, and the related statements of profit and loss,
changes in partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on the financial
statements based on our audits.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Landreth Venture as of December
31, 2003 and 2002, and the results of its operations, the changes in partners'
equity (deficit) and its cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued our report
for the year ended December 31, 2003, dated January 30, 2004, on our
consideration of Landreth Venture's internal control over financial reporting
and on our tests of its compliance with certain provisions of laws, regulations,
contracts and grants. The 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.
Our audits were made for the purpose of forming an opinion on the basis
financial statements taken as a whole. The supplemental information on pages 27
through 30 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/ Reznick Fedder & Silverman
Baltimore, Maryland
January 30, 2004
20
[Letterhead of Friedman LLP]
INDEPENDENT AUDITORS' REPORT
TO THE PARTNERS OF HOMESTEAD APARTMENTS ASSOCIATES, LTD.
We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES, LTD. as of December 31, 2004, 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 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 consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, 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 HOMESTEAD APARTMENTS
ASSOCIATES, LTD. as of December 31, 2004, 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 LLP
New York, New York
February 7, 2005
21
[Letterhead of Friedman, Alpren & Green LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Homestead Apartments Associates, Ltd.
We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES, LTD. (a limited partnership) as of December 31, 2003, 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 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 HOMESTEAD APARTMENTS
ASSOCIATES, LTD. as of December 31, 2003, 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, New York
February 11, 2004
22
[Letterhead of Friedman, Alpren & Green LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Homestead Apartments Associates, Ltd.
We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES, LTD. (a limited partnership) as of December 31, 2002 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 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 HOMESTEAD APARTMENTS
ASSOCIATES, LTD. as of December 31, 2002, 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, New York
January 25, 2003
23
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Bethel Villa Associates, L.P.
We have audited the accompanying balance sheets of Bethel Villa Associates, L.P.
as of December 31, 2003 and 2002, and the related statements of profit and loss
(on Form No. 92410), partners' equity (deficit) and cash flows for the years
then ended. These financial statements are the responsibility of the
partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, or 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 Bethel Villa Associates, LP. as
of December 31, 2003 and 2002, and the results of its operations, the changes in
partners' equity (deficit) and cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated January 20,
2004 on our consideration of Bethel Villa Associates, L.P.'s internal control
and on its compliance with specific requirements applicable to major HUD and
DSHA programs and fair housing and non-discrimination. Those reports are in
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 audits.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental information on pages 28
and 44 is presented for the purposes of additional analysis and is not a
required part of the basic financial statements. Such information has been
subjected to the auditing procedures applied in the audits of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Reznick Fedder & Silverman
Bethesda, Maryland Taxpayer Identification Number:
January 20, 2004 52-1088612
Lead Auditor: James P. Martinko
24
[Letterhead of Asher & Company Ltd.]
Independent Auditors' Report
The Partners
West Diamond Street Associates
T/A Sedgley Park Apartments
Marlton, New Jersey
We have audited the accompanying balance sheets of WEST DIAMOND STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198, as of December 31, 2004 and 2003 and the related statements of loss,
Partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of WEST DIAMOND STREET ASSOCIATES
T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO. O-0198, as
of December 31, 2004 and 2003, and the results of its operations, changes in its
Partners' capital and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information is presented for purposes of additional analysis and is not a
required part of the basic financial statements of WEST DIAMOND STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198. Such information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, we have also issued a report
dated January 24, 2005 on our consideration of WEST DIAMOND STREET ASSOCIATES'
T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO. O-0198,
internal control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grant agreements and
other matters. The purpose of that report is to describe the scope of our
testing of internal control over financial reporting and compliance and the
results of that testing and not to provide an opinion on the internal control
over financial reporting or on compliance. 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/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 24, 2005
25
[Letterhead of Asher & Company Ltd.]
Independent Auditors' Report
The Partners
West Diamond Street Associates
T/A Sedgley Park Apartments
Marlton, New Jersey
We have audited the accompanying balance sheets of WEST DIAMOND STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198, as of December 31, 2003 and 2002 and the related statements of loss,
Partners' capital and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of WEST DIAMOND STREET ASSOCIATES
T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO. O-0198, as
of December 31, 2003 and 2002, and the results of its operations, changes in its
Partners' capital and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information is presented for purposes of additional analysis and is not a
required part of the basic financial statements of WEST DIAMOND STREET
ASSOCIATES T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO.
O-0198. Such information has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
In accordance with Government Auditing Standards, we have also issued a report
dated January 23, 2004 on our consideration of WEST DIAMOND STREET ASSOCIATES'
T/A SEDGLEY PARK APARTMENTS (A LIMITED PARTNERSHIP), PHFA PROJECT NO. O-0198,
internal control over financial reporting and our tests of its compliance with
certain provisions of laws, regulations, contracts and grants. 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/ Asher & Company, Ltd.
Philadelphia, Pennsylvania
January 23, 2004
26
[Letterhead of J.H. Williams & Co., LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 2004 and 2003 and the related statements
of income, 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 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 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 the Partnership's management 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 Susquehanna Partners (a Limited
Partnership) at December 31, 2004 and 2003, and the results of its operations
and its cash flows for the years then ended in conformity with accounting
principles generally accepted in the United States of America.
/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
February 12, 2005
27
[Letterhead of J.H. Williams & Co., LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Susquehanna Partners (a Limited Partnership)
Philadelphia, Pennsylvania
We have audited the accompanying balance sheets of Susquehanna Partners (a
Limited Partnership) as of December 31, 2003 and 2002 and the related statements
of income, 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 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 the Partnership's management 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 Susquehanna Partners (a Limited
Partnership) at December 31, 2003 and 2002, and the results of its operations,
changes in partners' equity and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of
America.
/s/ J.H. Williams & Co., LLP
Kingston, Pennsylvania
February 9, 2004
28
[Letterhead of Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MassHousing Project No. 70-071-R, as of
December 31, 2004, and the related statements of operations, partners'
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 and the standards applicable to financial
statement audits contained in 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 Boston Bay Limited Partnership
as of December 31, 2004, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 12, 2005 on our consideration of Boston Bay Limited Partnership's
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws, regulations, contracts, grant agreements, and
other matters. The purpose of those reports is to describe the scope of our
testing of internal control over financial reporting and compliance and the
results of that testing, and not to provide an opinion on the internal control
over financial reporting or on compliance. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 16 through 29) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Ercolini & Company LLP
Boston, Massachusetts
January 12, 2005
29
[Letterhead of Robert Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R, as of December
31, 2003, and the related statements of operations, partners' 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 and the standards applicable to financial
statement audits contained in 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 Boston Bay Limited Partnership
as of December 31, 2003, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 22, 2004 on our consideration of Boston Bay Limited Partnership's
internal control, a report dated January 22, 2004 on its compliance with laws
and regulations, and reports dated January 22, 2004 on its compliance with
specific requirements applicable to HUD programs. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 16 through 29) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 22, 2004
30
[Letterhead of Robert Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Boston Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Boston Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-071-R, as of December
31, 2002, and the related statements of operations, partners' 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 and the standards applicable to financial
statement audits contained in 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 Boston Bay Limited Partnership
as of December 31, 2002, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 16, 2003 on our consideration of Boston Bay Limited Partnership's
internal control, a report dated January 16, 2003 on its compliance with laws
and regulations, and reports dated January 16, 2003 on its compliance with
specific requirements applicable to HUD programs. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 15 through 28) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 16, 2003
31
[Letterhead of Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MassHousing Project No.
70-095-R, as of December 31, 2004, and the related statements of operations,
partners' 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 and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Morrant Bay Limited Partnership
as of December 31, 2004, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 2005 on our consideration of Morrant Bay Limited Partnership's
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws, regulations, contracts, grant agreements, and
other matters. The purpose of those reports is to describe the scope of our
testing of internal control over financial reporting and compliance and the
results of that testing, and not to provide an opinion on the internal control
over financial reporting or on compliance. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 16 through 29) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Ercolini & Company LLP
Boston, Massachusetts
January 17, 2005
32
[Letterhead of Robert Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R, as
of December 31, 2003, and the related statements of operations, partners'
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 and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Morrant Bay Limited Partnership
as of December 31, 2003, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 19, 2004 on our consideration of Morrant Bay Limited Partnership's
internal control, a report dated January 19, 2004 on its compliance with laws
and regulations, and reports dated January 19, 2004 on its compliance with
specific requirements applicable to HUD programs. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 16 through 29) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 19, 2004
33
[Letterhead of Robert Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Morrant Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Morrant Bay Limited
Partnership (a Massachusetts Limited Partnership), MHFA Project No. 70-095-R, as
of December 31, 2002, and the related statements of operations, partners'
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 and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Morrant Bay Limited Partnership
as of December 31, 2002, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 17, 2003 on our consideration of Morrant Bay Limited Partnership's
internal control, a report dated January 17, 2003 on its compliance with laws
and regulations, and reports dated January 17, 2003 on its compliance with
specific requirements applicable to HUD programs. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 16 through 29) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 17, 2003
34
[Letterhead of Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MassHousing Project No. 70-168-R, as of
December 31, 2004, and the related statements of operations, partners'
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 and the Standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Hope Bay Limited Partnership as
of December 31, 2004, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 13, 2005 on our consideration of Hope Bay Limited Partnership's
internal control over financial reporting and on our tests of its compliance
with certain provisions of laws, regulations, contracts, grant agreements, and
other matters. The purpose of those reports is to describe the scope of our
testing of internal control over financial reporting and compliance and the
results of that testing, and not to provide an opinion on the internal control
over financial reporting or on compliance. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 15 through 28) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Ercolini & Company LLP
Boston, Massachusetts
January 13, 2005
35
[Letterhead of Robert Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R, as of December
31, 2003, and the related statements of operations, partners' 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 and the Standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Hope Bay Limited Partnership as
of December 31, 2003, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 14, 2004 on our consideration of Hope Bay Limited Partnership's
internal control, a report dated January 14, 2004 on its compliance with laws
and regulations, and reports dated January 14, 2004 on its compliance with
specific requirements applicable to HUD programs. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 17 through 30) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 14, 2004
36
[Letterhead of Robert Ercolini & Company LLP]
INDEPENDENT AUDITOR'S REPORT
To the Partners of
Hope Bay Limited Partnership
Boston, Massachusetts
We have audited the accompanying balance sheet of Hope Bay Limited Partnership
(a Massachusetts Limited Partnership), MHFA Project No. 70-168-R, as of December
31, 2002, and the related statements of operations, partners' 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 and the Standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Hope Bay Limited Partnership as
of December 31, 2002, and the results of its operations, changes in partners'
deficiency, and its cash flows for the year then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated January 20, 2003 on our consideration of Hope Bay Limited Partnership's
internal control, a report dated January 20, 2003 on its compliance with laws
and regulations, and reports dated January 20, 2003 on its compliance with
specific requirements applicable to HUD programs. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The additional information included in this report
(shown on pages 15 through 28) is presented for the purpose of additional
analysis and to comply with reporting requirements of the MassHousing 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/ Robert Ercolini & Company LLP
Boston, Massachusetts
January 20, 2003
37
[Letterhead of Armando A. Suarez, CPA]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Lares Apartments Limited Partnership
I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership, Rural Development Project No.: 63-034-660467896, as of December 31,
2004 and 2003, and the related statements of income, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lares Apartments Limited
Partnership, as of December 31, 2004 and 2003, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
In accordance with Government Auditing Standards, I have also issued my report
dated January 20, 2005 on my consideration of Lares Apartments Limited
Partnership internal control over financial reporting and my tests of its
compliance with certain provisions of laws, regulations, contracts, and grants.
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 my audit.
My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ Armando A. Suarez, CPA
January 20, 2005
San Juan, Puerto Rico
38
[Letterhead of Armando A. Suarez, CPA]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Lares Apartments Limited Partnership
I have audited the accompanying balance sheets of Lares Apartments Limited
Partnership, Rural Development Project No.: 63-034-660467896, as of December 31,
2003 and 2002, and the related statements of income, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lares Apartments Limited
Partnership, as of December 31, 2003 and 2002, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
In accordance with Government Auditing Standards, I have also issued my report
dated January 26, 2004, on my consideration of Lares Apartments Limited
Partnership internal control over financial reporting and my tests of its
compliance with certain provisions of laws, regulations, contracts, and grants.
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 my audit.
My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ Armando A. Suarez, CPA
January 26, 2004
San Juan, Puerto Rico
39
[Letterhead of Armando A. Suarez, CPA]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Lajas Apartments Limited Partnership
I have audited the accompanying balance sheets of Lajas Apartments Limited
Partnership, Rural Development Project No.: 63-017-0660422313, as of December
31, 2004 and 2003, and the related statements of income, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lajas Apartments Limited
Partnership, as of December 31, 2004 and 2003, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
In accordance with Government Auditing Standards, I have also issued my report
dated January 21, 2005, on my consideration of Lajas Apartments Limited
Partnership internal control over financial reporting and my tests of its
compliance with certain provisions of laws, regulations, contracts, and grants.
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 my audit.
My audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 19 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ Armando A. Suarez, CPA
January 21, 2005
San Juan, Puerto Rico
40
[Letterhead of Armando A. Suarez, CPA]
INDEPENDENT AUDITOR'S REPORT
To the Partners
Lajas Apartments Limited Partnership
I have audited the accompanying balance sheets of Lajas Apartments Limited
Partnership, Rural Development Project No.: 63-017-0660422313, as of December
31, 2003 and 2002, and the related statements of income, changes in partners'
capital (deficit), and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audits.
I conducted my audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audits provide a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Lajas Apartments Limited
Partnership, as of December 31, 2003 and 2002, and the results of its
operations, changes in partners' capital (deficit) and cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.
In accordance with Government Auditing Standards, I have also issued my report
dated January 26, 2004, on my consideration of Lajas Apartments Limited
Partnership internal control over financial reporting and my tests of its
compliance with certain provisions of laws, regulations, contracts, and grants.
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 my audit.
My audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 20 thru 31 is presented for purposes of additional analysis
and is not a required part of the basic financial statements of the Partnership.
Such information has been subjected to the auditing procedures applied in the
audit of the basic financial statements and, in my opinion, is fairly stated in
all material respects in relation to the basic financial statements taken as a
whole.
/s/ Armando A. Suarez, CPA
January 26, 2004
San Juan, Puerto Rico
41
[Letterhead of Kim & Lee]
To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)
We have audited the accompanying balance sheet of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 2004 and 2003, 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 Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We have 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 Arlington - Rodeo Properties as
of December 31, 2004 and 2003 and the results of its operations and its cash
flows for the years then ended in conformity with generally accepted accounting
principles.
/s/ Kim & Lee
Los Angeles, California
February 28, 2005
42
[Letterhead of Cho, Kim & Lee]
To the Partners
Arlington - Rodeo Properties
(A California Limited Partnership)
We have audited the accompanying balance sheet of Arlington - Rodeo Properties
(A California Limited Partnership) as of December 31, 2003 and 2002 and the
related statements of operations, changes in partners' equity, and cash flows
for the year then ended. These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.
We have 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 Arlington - Rodeo Properties as
of December 31, 2003 and 2002 and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.
/s/ Cho, Kim & Lee
Los Angeles, California
February 28, 2004
43
[Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Conifer Bateman Associates
We have audited the accompanying balance sheets of Conifer Bateman Associates (a
limited partnership) as of December 31, 2004 and 2003, and the related
statements of operations and 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 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 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 Conifer Bateman Associates as
of December 31, 2004 and 20032, and the results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Salmin, Celona, Wehrle & Flaherty, LLP
Rochester, New York
January 18, 2005
44
[Letterhead of Salmin, Celona, Wehrle & Flaherty, LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Conifer Bateman Associates
We have audited the accompanying balance sheets of Conifer Bateman Associates (a
limited partnership) as of December 31, 2003 and 2002, and the related
statements of 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 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 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 Conifer Bateman Associates as
of December 31, 2003 and 2002, and the results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Salmin, Celona, Wehrle & Flaherty, LLP
Rochester, New York
January 23, 2004
45
[Letterhead of Sabino & Company LLC]
INDEPENDENT AUDITORS' REPORT
To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
Project No. 085-11053-PM-REF, (a limited partnership) as of December 31, 2004,
and the related statements of profit and loss, 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
this financial statement based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in GOVERNMENT AUDITING STANDARDS issued by the Comptroller General of
the United States. Those standards require 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 balance sheet. An audit also
includes assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall balance sheet 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 Hampden Hall associates, L.P.
as of December 31, 2004 and the results of its operations and its cash flows for
the year then ended in conformity with principles generally accepted in the
United States of America.
In accordance with GOVERNMENT AUDITING STANDARDS and the CONSOLIDATED AUDIT
GUIDE FOR AUDITS OF HUD PROGRAMS issued by the U.S. Department of Housing and
Urban Development, we have also issued our report dated February 22, 2005 on our
consideration of Hamden Hall Associates, L.P.'s internal control and reports
dated February 22, 2005 on its compliance with specific requirements applicable
to major HUD programs, and specific requirements applicable to Fair Housing and
Non-Discrimination. Those reports are 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/ Sabino & Company LLC
Certified Public Accountants
St. Louis, Missouri
February 22, 2005
46
[Letterhead of Mortland Co. P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 2003 and the related statements of loss, 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 this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require 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 balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet 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 Hampden Hall associates, L.P.,
as of December 31, 2003 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Mortland & Co., P.C.
St. Louis, Missouri
February 27, 2004
47
[Letterhead of Mortland Co. P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners'
Hampden Hall Associates, L.P.
St. Louis, Missouri
We have audited the accompanying balance sheet of Hampden Hall Associates, L.P.,
as of December 31, 2002 and the related statements of loss, 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 this financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require 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 balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet 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 Hampden Hall associates, L.P.,
as of December 31, 2002 and the results of its operations and its cash flows for
the year then ended in conformity with generally accepted accounting principles.
/s/ Mortland & Co., P.C.
St. Louis, Missouri
February 20, 2003
48
[Letterhead of Reznick, Group, P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Chester Renaissance Associates
We have audited the accompanying balance sheets of Chester Renaissance
Associates as of December 31, 2004 and 2003, and the related statements of
profit and loss, changes in partners' equity (deficit) and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Chester Renaissance Associates
as of December 31, 2004 and 2003, and the results of its operations, the changes
in partners' equity (deficit) and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
In accordance with Government Auditing Standards, we have also issued a report
for the year ended December 31, 2004, dated January 21, 2005, on our
consideration of Chester Renaissance Associates' internal control over financial
reporting and on our tests of its compliance with certain provisions of laws,
regulations, contracts, and grant agreements and other matters. The purpose of
that report is to describe the scope of our testing of internal control over
financial reporting and compliance and the results of that testing, and not to
provide an opinion on the internal control over financial reporting and
compliance. 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The 2004 supplemental information on pages 25
through 28 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/ Reznick, Group, P.C.
Baltimore, Maryland
January 21, 2005
49
[Letterhead of Reznick, Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Chester Renaissance Associates
We have audited the accompanying balance sheet of Chester Renaissance Associates
as of December 31, 2003 and 2002, and the related statements of profit and loss,
changes in partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Chester Renaissance Associates
as of December 31, 2003 and 2002, and the results of its operations, the changes
in partners' equity (deficit) and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
In accordance with Government Auditing Standards, we have also issued a report
for the year ended December 31, 2003, dated January 30, 2004, on our
consideration of Chester Renaissance Associates' internal control over financial
reporting and on our tests of its compliance with certain provisions of laws,
regulations, contracts and grants. 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 26 through 29
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/ Reznick, Fedder & Silverman
Baltimore, Maryland
January 30, 2004
50
[Letterhead of Friedman, Alpren & Green L.L.P.]
INDEPENDENT AUDITORS' REPORT
TO THE PARTNERS OF HOMESTEAD APARTMENTS ASSOCIATES II, LTD.
We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES II, LTD. as of December 31, 2004, 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 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 consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Partnership's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, 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 HOMESTEAD APARTMENTS ASSOCIATES
II, LTD. as of December 31, 2004, 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 L.L.P.
New York, New York
February 9, 2005
51
[Letterhead of Friedman, Alpren & Green L.L.P.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Homestead Apartments Associates II, Ltd.
We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES II, LTD. (a limited partnership), as of December 31, 2003, 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 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 HOMESTEAD APARTMENTS ASSOCIATES
II, LTD. as of December 31, 2003, 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 L.L.P.
New York, New York
February 13, 2004
52
[Letterhead of Friedman, Alpren & Green L.L.P.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Homestead Apartments Associates II, Ltd.
We have audited the accompanying balance sheet of HOMESTEAD APARTMENTS
ASSOCIATES II, LTD. (a limited partnership), as of December 31, 2002, 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 audits.
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 HOMESTEAD APARTMENTS ASSOCIATES
II, LTD. as of December 31, 2002, 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 L.L.P.
New York, New York
January 27, 2003
53
[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]
INDEPENDENT AUDITORS' REPORT
To the Partners
P.S. 157 Associates, L.P.
We have audited the accompanying balance sheets of P.S. 157 Associates, L.P. (a
limited partnership), as of December 31, 2004 and 2003, and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P.S. 157 Associates, L.P. (a
limited partnership) as of December 31, 2004 and 2003, and the results of its
operations and its cash flows for the years then ended in conformity and
accounting principles generally accepted in the United States of America.
/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
New York, New York
January 13, 2005
54
[Letterhead of Rosen, Seymour, Shapss, Martin & Co., L.L.P.]
INDEPENDENT AUDITORS' REPORT
To the Partners
P.S. 157 Associates, L.P.
Brooklyn, New York
We have audited the accompanying balance sheet of P.S. 157 Associates, L.P. (a
limited partnership), as of December 31, 2003 and 2002, and the related
statements of operations, partners' capital, and cash flows for the years then
ended. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with 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 audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of P.S. 157 Associates, L.P. (a
limited partnership) as of December 31, 2003 and 2002, and the results of its
operations and its cash flows for the year then ended in conformity and
accounting principles generally accepted in the United States of America.
/s/ Rosen, Seymour, Shapss, Martin & Co., L.L.P.
New York, New York
February 6, 2004
55
[Letterhead of Reznick Group, P.C.
INDEPENDENT AUDITORS' REPORT
To the Partners of
Cloisters Limited Partnership II
We have audited the accompanying balance sheets of Cloisters Limited Partnership
II as of December 31, 2004 and 2003, and the related statements of operations,
changes in partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted in the United
States of America. 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 Cloisters Limited Partnership
II as of December 31, 2004 and 2003, the results of its operations, the changes
in partners' equity (deficit) and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Reznick Group, P.C.
Baltimore, Maryland
February 11, 2005
56
[Letterhead of Reznick Fedder & Silverman
INDEPENDENT AUDITORS' REPORT
To the Partners of
Cloisters Limited Partnership II
We have audited the accompanying balance sheet of Cloisters Limited Partnership
II as of December 31, 2003 and 2002, and the related statements of operations,
changes in partners' equity (deficit) and cash flows for the years then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted in the United
States of America. 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 Cloisters Limited Partnership
II as of December 31, 2003 and 2002, the results of its operations, the changes
in partners' equity (deficit) and its cash flows for the years then ended, in
conformity with accounting principles generally accepted in the United States of
America.
/s/ Reznick Fedder & Silverman
Baltimore, Maryland
February 13, 2004
57
[Letterhead of Habif, Arogeti & Wynne, LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners of
Creative Choice Homes II, Ltd.
We have audited the accompanying of Creative Choice Homes II, LTD. [FHA Project
No. FL29-E000-012], as of December 31, 2004, and the related statements of
profit and loss, changes in project equity and accumulated deficit, and cash
flows for the year then ended. These financial statements are the responsibility
of the Project's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Creative Choice Homes II, Ltd.
as of December 31, 2004, and the results of its operations, the changes in
project equity and accumulated deficit, and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
As discussed in Note C to the financial statements, the partnership is in
default on the 3rd and 4th mortgage notes and continues to incur significant
operating losses. This condition raises substantial doubt about the
Partnership's ability to continue as a going concern. The ability for the
Partnership to continue as a going concern is based on the general partners
continuing ability to fund operating losses. The financial statements do not
include any adjustments that might result from the out come of this uncertainty.
In accordance with Government Auditing Standards, issued by the Comptroller
General of the United States, and the Consolidated Audit Guide for Audits of HUD
Programs, issued by the U.S. Department of Housing and Urban Development, Office
of the Inspector General, we have also issued our report dated May 4, 2005, on
our consideration of Creative Choice Homes II, Ltd.'s internal control and
reports dated May 4, 2005 on its compliance with specific requirements
applicable to major HUD programs, specific requirements applicable to
Affirmative Fair Housing and Non-Discrimination, and specific requirements
applicable to nonmajor HUD program transactions. Those reports are 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.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information shown on pages 15 through 17 is presented for purposes of additional
analysis and is not a required part of the basic financial statements of the
Project. Such information has been subjected to the auditing procedures applied
in the audit of the basic financial statements and, in our opinion, is fairly
stated, in all material respects, in relation to the basic financial statements
taken as a whole.
/s/ Habif, Arogeti & Wynn, LLP
Atlanta, Georgia
May 4, 2005
58
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments
We have audited the accompanying balance sheet of Creative Choice Homes II, LTD.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 2003,
and the related statements of operations, partners' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Creative Choice Homes II, LTD.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 2003,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated February 5,
2004 on our consideration of Creative Choice Homes II, Ltd.'s internal control
and on its compliance with specific requirements applicable to major HUD
programs and fair housing and non-discrimination. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 25 through 31
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/ Reznick Fedder & Silverman
Bethesda, Maryland Taxpayer Identification Number
February 5, 2004 52-1088612
Lead Auditor: James P. Martinko
59
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Creative Choice Homes II, Ltd.
(A Limited Partnership)
d/b/a The Gardens Apartments
We have audited the accompanying balance sheet of Creative Choice Homes II, LTD.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 2002,
and the related statements of operations, partners' equity (deficit) and cash
flows for the year then ended. These financial statements are the responsibility
of the partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States of America and the standards applicable to financial audits
contained in Government Auditing Standards, issued by the Comptroller General of
the United States. Those standards require that we plan and perform the 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 Creative Choice Homes II, LTD.
(A Limited Partnership) d/b/a The Gardens Apartments as of December 31, 2002,
and the results of its operations, the changes in partners' equity (deficit) and
cash flows for the year then ended, in conformity with accounting principles
generally accepted in the United States of America.
In accordance with Government Auditing Standards and the "Consolidated Audit
Guide for Audits of HUD Programs," we have also issued reports dated April 20,
2003 on our consideration of Creative Choice Homes II, Ltd.'s internal control
and on its compliance with specific requirements applicable to major HUD
programs and fair housing and non-discrimination. Those reports are 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.
Our audit was made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental information on pages 25 through 39
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/ Reznick Fedder & Silverman
Bethesda, Maryland Taxpayer Identification Number
April 20, 2003 52-1088612
Lead Auditor: Peter M. Hodgson
60
[Letterhead of FISHBEIN & COMPANY, P.C.]
INDEPENDENT AUDITORS' REPORT
Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware
We have audited the accompanying balance sheet of MILFORD CROSSING ASSOCIATES,
L.P. as of December 31, 2004, and the related statements of loss, partners'
capital (deficiency) and cash flows for the years then ended. These financial
statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audit. The financial statements of Milford Crossing Associates, L.P. as of
December 31, 2003, were audited by other auditors whose report dated January 31,
2004 expressed an unqualified opinion on those statements.
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 consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, 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 Milford Crossing Associates,
L.P. as of December 31, 2004, and the results of its operations and cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supporting data included in this
report (shown on pages 13 to 15) is presented for the purpose of additional
analysis and is not a required part of the basic financial statements of Milford
Crossing Associates, L.P. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the financial
statements taken as a whole.
/s/ Fishbein & Company, P.C.
Horsham, Pennsylvania
January 25, 2005
61
[Letterhead of Mayer, Hoffman, McCann P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Milford Crossing Associates, L.P.
Wilmington, Delaware
We have audited the accompanying balance sheets of Milford Crossing Associates,
L.P., as of December 31, 2003 and 2002, and the related statements of loss,
partners' capital (deficiency) and cash flows for the years then ended. These
financial statements are the responsibility of Milford Crossing Associates, L.P.
management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audits in accordance with U.S. generally accepted auditing
standards and standards applicable to financial audits contained in GOVERNMENT
AUDITING STANDARDS issued by the Comptroller General of the United States. Those
standards require that we plan and perform the 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 Milford Crossing Associates,
L.P. as of December 31, 2003 and 2002, and the results of its operations,
changes in partners' capital (deficiency) and cash flows for the years then
ended in conformity with U.S. generally accepted accounting principles.
In accordance with Government Auditing Standards, we have also issued our report
dated January 31, 2004 on our consideration of Milford Crossing Associates,
L.P.'s internal control and reports dated January 31, 2004, on its compliance
with specific requirements applicable to major HUD programs and specific
requirements applicable to Fair Housing and Non-Discrimination. Those reports
are 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.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information shown on pages
14 to 26 is presented for the purpose of additional analysis and is not a
required part of the basic financial statements of Milford Crossing Associates,
L.P. Such information has been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/ Mayer, Hoffman, McCann P.C.
Plymouth Meeting, Pennsylvania
January 31, 2004
62
[Letterhead of Citrin Cooperman & Company, LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
BX-7X ASSOCIATES, L.P.
We have audited the accompanying balance sheets of BX-7F Associates, L.P. as of
December 31, 2004 and 2003, and the related statements of operations, partners'
capital, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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 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 BX-7F Associates, L.P. as of
December 31, 2004 and 2003, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
January 27, 2005
63
[Letterhead of Citrin Cooperman & Company, L.L.P.]
INDEPENDENT AUDITORS' REPORT
To the Partners
BX-7X ASSOCIATES, L.P.
We have audited the accompanying balance sheets of BX-7F Associates, L.P. as of
December 31, 2003 and 2002, and the related statements of operations, partners'
capital, and cash flows for the years then ended. These financial statements are
the responsibility of the Partnership's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with 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 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 BX-7F Associates, L.P. as of
December 31, 2003 and 2002, and the results of its operations and its cash flows
for the years then ended in conformity with accounting principles generally
accepted in the United States of America.
/s/ Citrin Cooperman & Company, L.L.P.
CERTIFIED PUBLIC ACCOUNTANTS
White Plains, New York
February 3, 2004
64
[Letterhead of Amilcar Torres Rivera, CPA]
INDEPENDENT AUDITORS' REPORT
To the Partners
Los Angeles Limited Partnership
I have audited the accompanying balance sheets of Los Angeles Limited
Partnership as of December 31, 2004 and 2003, and the related statements of
loss, changes in Partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with auditing standards generally accepted in
the United States of America and the standards applicable to financial audits
contained in GOVERNMENT AUDITING STANDARDS, issued by the Comptroller General of
the United States. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Los Angeles Limited Partnership as
of December 31, 2004 and 2003, and the results of its operations, changes in
partner's equity and cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.
In accordance with GOVERNMENT AUDITING STANDARDS, I have also issued reports
dated January 26, 2005, on my consideration of Los Angeles Limited Partnership's
internal control over financial reporting and on my tests of its compliance with
certain provisions of laws, regulations, contracts, and grant agreements and
other matters. The purpose of those reports are to describe the scope of my
testing of internal control over financial reporting and compliance and the
results of that testing and not to provide an opinion on the internal control
over financial reporting or on compliance. Those reports are 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 my audit.
My audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information (shown on pages 21 to 33) is presented for purposes of additional
analysis and is not a required part of the basic financial statements of Los
Angeles Limited Partnership. Such information has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in my
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
January 26, 2005
Stamp #1997574 of the Puerto Rico Society of CPA's was affixed to the original.
65
[Letterhead of Amilcar Torres Rivera, CPA]
INDEPENDENT AUDITORS' REPORT
To the Partners
Los Angeles Limited Partnership
I have audited the accompanying balance sheets of Los Angeles Limited
Partnership as of December 31, 2003 and 2002, and the related statements of
loss, changes in Partners' equity and cash flows for the years then ended. These
financial statements are the responsibility of the Partnership's management. My
responsibility is to express an opinion on these financial statements based on
my audit.
I conducted my audit in accordance with auditing standards generally accepted in
the United States of America which require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. I believe that my audit provides a reasonable basis for my
opinion.
In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Los Angeles Limited Partnership as
of December 31, 2003 and 2002, and the results of its operations and its cash
flows for the years then ended in conformity with accounting principles
generally accepted in the United States of America.
/s/ Amilcar Torres Rivera, CPA
San Juan, Puerto Rico
February 4, 2004
Stamp #1941821 of the
Puerto Rico Society of
CPA's was affixed to the original.
66
[Letterhead of Toski, Schaefer & Co., P.C.]
INDEPENDENT AUDITOR'S REPORT
The Partners
Christine Apartments, L.P.:
We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of December 31, 2004 and 2003 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 auditing standards generally accepted
in the United States of America 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 Christine Apartments, L.P. as
of December 31, 2004 and 2003 and the results of its operations, changes in
partners' equity and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated February 2, 2005 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
February 2, 2005
67
[Letterhead of Toski, Schaefer & Co., P.C.]
INDEPENDENT AUDITOR'S REPORT
The Partners
Christine Apartments, L.P.:
We have audited the accompanying balance sheets of Christine Apartments, L.P. as
of December 31, 2003 and 2002 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 auditing standards generally accepted
in the United States of America 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 Christine Apartments, L.P. as
of December 31, 2003 and 2002 and the results of its operations, changes in
partners' equity and cash flows for the years then ended, in conformity with
accounting principles generally accepted in the United States of America.
In accordance with Government Auditing Standards, we have also issued a report
dated February 4, 2004 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
February 4, 2004
68
[Letterhead of Reznick Group, P.C.]
INDEPENDENT AUDITORS' REPORT
To the Partners
Plainsboro Housing Partners Limited Partnership
We have audited the accompanying balance sheets of Plainsboro Housing Partners
Limited Partnership as of December 31, 2004 and 2003, and the related statements
of revenue and expenses, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with 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 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 Plainsboro Housing Partners
Limited Partnership as of December 31, 2004 and 2003, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ Reznick Group, P.C.
Baltimore, Maryland
January 8, 2005
69
[Letterhead of Reznick Fedder & Silverman]
INDEPENDENT AUDITORS' REPORT
To the Partners
Plainsboro Housing Partners Limited Partnership
We have audited the accompanying balance sheets of Plainsboro Housing Partners
Limited Partnership as of December 31, 2003 and 2002, and the related statements
of revenue and expenses, changes in partners' equity and cash flows for the
years then ended. These financial statements are the responsibility of the
Partnership's management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with 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 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 Plainsboro Housing Partners
Limited Partnership as of December 31, 2003 and 2002, and the results of its
operations, changes in partners' equity and its cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.
/s/ Reznick Fedder & Silverman
Baltimore, Maryland
January 6, 2004
70
[Letterhead of Koch Group & Company, LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Rolling Green Associates, L.P.
(A Limited Partnership)
We have audited the accompanying balance sheets of Rolling Green Associates,
L.P. (A Limited Partnership) as of December 31, 2004 and 2003, and the related
statements of operations, changes in partners' equity (deficiency), and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits 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 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 Rolling Green Associates, L.P.
(A Limited Partnership) as of December 31, 2004 and 2003, and the results of its
operations, changes in partners' equity (deficiency) and its cash flows for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 12 to 18 is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such information
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ Koch Group & Company, LLP
New York, New York
January 21, 2005
71
[Letterhead of Koch Group & Company, LLP]
INDEPENDENT AUDITORS' REPORT
To the Partners
Rolling Green Associates, L.P.
(A Limited Partnership)
We have audited the accompanying balance sheets of Rolling Green Associates,
L.P. (A Limited Partnership) as of December 31, 2003 and 2002, and the related
statements of operations, changes in partners' equity (deficiency), and cash
flows for the years then ended. These financial statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits 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 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 Rolling Green Associates, L.P.
(A Limited Partnership) as of December 31, 2003 and 2002, and the results of its
operations, changes in partners' equity (deficiency) and its cash flows for the
year then ended in conformity with accounting principles generally accepted in
the United States of America.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplementary
information on pages 12 to 18 is presented for purposes of additional analysis
and is not a required part of the basic financial statements. Such information
has been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, is fairly stated in all material
respects in relation to the financial statements taken as a whole.
/s/ Koch Group & Company, LLP
New York, New York
January 20, 2004
72
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
March 31,
------------------------------
2005 2004
------------ ------------
Property and equipment - net of accumulated depreciation
(Notes 2 and 4) $120,085,545 $123,764,004
Cash and cash equivalents (Notes 2 and 11) 1,789,691 1,650,586
Cash held in escrow (Note 5) 10,107,158 10,283,626
Deferred costs, less accumulated amortization (Notes 2 and 6) 1,474,777 1,620,722
Other assets 2,066,794 1,723,505
------------ ------------
Total assets $135,523,965 $139,042,443
============ ============
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Liabilities
Mortgage notes payable (Note 7) $ 90,308,318 $ 92,838,355
Accounts payable 6,891,920 5,661,371
Accrued interest payable 8,287,354 8,236,097
Security deposits payable 758,082 760,767
Due to local general partners and affiliates (Note 8) 5,934,727 5,181,321
Due to general partner and affiliates (Note 8) 12,271,828 9,909,085
------------ ------------
Total liabilities 124,452,229 122,586,996
------------ ------------
Minority interest (Note 2) 5,533,377 4,952,014
------------ ------------
Commitments and contingencies (Notes 8 and 11)
Partners' capital (deficit)
Limited partners (76,786 BACs issued and outstanding) 6,165,850 12,071,273
General partner (627,491) (567,840)
------------ ------------
Total partners' capital (deficit) 5,538,359 11,503,433
------------ ------------
Total liabilities and partners' capital (deficit) $135,523,965 $139,042,443
============ ============
See accompanying notes to consolidated financial statements.
73
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
Years Ended March 31,
--------------------------------------------
2005 2004* 2003*
------------ ------------ ------------
Revenues
Rental income $ 21,942,615 $ 21,030,105 $ 20,303,052
Other 578,336 634,869 752,490
------------ ------------ ------------
22,520,951 21,664,974 21,055,542
------------ ------------ ------------
Expenses
General and administrative 4,304,675 4,341,730 4,259,406
General and administrative-related parties (Note 8) 2,291,189 2,148,442 2,100,844
Repairs and maintenance 6,007,581 6,374,186 4,241,405
Operating 2,488,719 2,635,745 2,252,377
Taxes 1,541,154 1,350,167 1,405,187
Insurance 1,703,806 1,559,433 1,275,627
Financial, primarily interest 4,581,240 5,077,535 5,025,307
Depreciation and amortization 5,600,688 5,753,670 5,853,795
------------ ------------ ------------
Total expenses 28,519,052 29,240,908 26,413,948
------------ ------------ ------------
Loss before minority interest (5,998,101) (7,575,934) (5,358,406)
Minority interest in loss of subsidiaries 33,027 19,365 14,661
------------ ------------ ------------
Net loss $ (5,965,074) $ (7,556,569) $ (5,343,745)
============ ============ ============
Net loss-limited partners $ (5,905,423) $ (7,481,003) $ (5,290,308)
============ ============ ============
Number of BACs outstanding 76,768 76,768 76,768
============ ============ ============
Net loss per BAC $ (76.93) $ (97.45) $ (68.91)
============ ============ ============
* Reclassified for comparative purposes.
See accompanying notes to consolidated financial statements.
74
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
Limited General
Total Partners Partner
------------ ------------ ------------
Partners' capital (deficit) - April 1, 2002 $ 24,403,747 $ 24,842,584 $ (438,837)
Net loss (5,343,745) (5,290,308) (53,437)
------------ ------------ ------------
Partners' capital (deficit) - March 31, 2003 19,060,002 19,552,276 (492,274)
Net loss (7,556,569) (7,481,003) (75,566)
------------ ------------ ------------
Partners' capital (deficit) - March 31, 2004 11,503,433 12,071,273 (567,840)
Net loss (5,965,074) (5,905,423) (59,651)
------------ ------------ ------------
Partners' capital (deficit) - March 31, 2005 $ 5,538,359 $ 6,165,850 $ (627,491)
============ ============ ============
See accompanying notes to consolidated financial statements.
75
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
Years Ended March 31,
--------------------------------------------
2005 2004 2003
------------ ------------ ------------
Cash flows from operating activities:
Net loss $ (5,965,074) $ (7,556,569) $ (5,343,745)
------------ ------------ ------------
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization 5,600,688 5,753,670 5,853,795
Minority interest in loss of subsidiaries (33,027) (19,365) (14,661)
(Increase) decrease in assets:
Cash held in escrow 904,809 (527,584) (304,467)
Other assets (343,289) (183,173) (129,643)
Increase (decrease) in liabilities:
Accounts payable and other liabilities 1,279,121 2,683,558 429,338
Due to local general partners and affiliates 902,074 (185,417) 324,750
Due to general partner and affiliates 2,362,743 2,609,742 1,346,556
------------ ------------ ------------
Total adjustments 10,673,119 10,131,431 7,505,668
------------ ------------ ------------
Net cash provided by operating activities 4,708,045 2,574,862 2,161,923
------------ ------------ ------------
Cash flows from investing activities:
Acquisition of property and equipment (1,776,284) (610,066) (436,047)
(Increase) decrease in cash held in escrow (728,341) (450,538) 400,618
Decrease in due to local general partners and affiliates (80,058) (464,824) (225,357)
------------ ------------ ------------
Net cash used in investing activities (2,584,683) (1,525,428) (260,786)
------------ ------------ ------------
Cash flows from financing activities:
Increase in deferred costs 0 (238,398) (12,690)
Proceeds from mortgage notes 0 8,445,779 0
Repayments of mortgage notes (2,530,037) (8,807,562) (1,376,668)
Decrease in due to local general partners and affiliates (68,610) (22,103) (27,068)
Increase (decrease) in capitalization of consolidated subsidiaries
attributable to minority interest 614,390 (222,309) (300,073)
------------ ------------ ------------
Net cash used in financing activities (1,984,257) (844,593) (1,716,499)
------------ ------------ ------------
Net increase in cash and cash equivalents 139,105 204,841 184,638
Cash and cash equivalents at beginning of year 1,650,586 1,445,745 1,261,107
------------ ------------ ------------
Cash and cash equivalents at end of year $ 1,789,691 $ 1,650,586 $ 1,445,745
============ ============ ============
Supplemental disclosure of cash flows information:
Cash paid during the year for interest $ 3,331,816 $ 3,489,656 $ 3,889,793
============ ============ ============
See accompanying notes to consolidated financial statements.
76
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE 1 - General
Independence Tax Credit Plus L.P. (the "Partnership"), a Delaware limited
partnership, was organized on November 7, 1990, but had no activity until May
31, 1991 (which date is considered to be inception for financial accounting
purposes) and commenced its public offering on July 1, 1991. The general partner
of the General Partner is Related Independence Associates L.P., a Delaware
limited partnership ("RIAI") and is an affiliate of Related Capital Company
("RCC").
On November 17, 2003, CharterMac, acquired RCC, which is the indirect parent of
RCC Manager LLC, the sole shareholder of RIAI. Pursuant to the acquisition,
CharterMac acquired controlling interests in the General Partner. This
acquisition did not affect the Partnership or its day-to-day operations, as the
majority of the General Partner's management team remained unchanged.
The Partnership's business is to invest in other partnerships ("Local
Partnerships," "subsidiaries" or "subsidiary partnerships") owning leveraged
Apartment Complexes that are eligible for the low-income housing tax credit
("Tax Credit") enacted in the Tax Reform Act of 1986, some of which complexes
may also be eligible for the historic rehabilitation tax credit.
The Partnership has interests in twenty-eight Local Partnerships as of March 31,
2005.
The Partnership was authorized to issue a total of 200,000 Beneficial Assignment
Certificates ("BACs") which were registered with the Securities and Exchange
Commission for sale to the public. Each BAC represents all of the economic and
virtually all of the ownership rights attributable to a limited partnership
interest. As of March 31, 2005, the Partnership had raised a total of
$76,786,000 representing 76,786 BACs and no further issuance of BACs is
anticipated.
The terms of the Partnership's Amended and Restated Agreement of Limited
Partnership (the "Partnership Agreement") provide, among other things, that net
profits or losses and distributions of cash flow are, in general, allocated 99%
to the limited partners and BACs holders and 1% to the General Partner.
NOTE 2 - Summary of Significant Accounting Policies
a) Basis of Accounting
For financial reporting purposes the Partnership's fiscal year ends on March 31.
All subsidiaries have fiscal years ending December 31. Accounts of the
subsidiaries have been adjusted for intercompany transactions from January 1
through March 31. The Partnership's fiscal year ends March 31 in order to allow
adequate time for the subsidiaries financial statements to be prepared and
consolidated. The books and records of the Partnership are maintained on the
accrual basis of accounting, in accordance with accounting principles generally
accepted in the United States of America ("GAAP").
b) Basis of Consolidation
The consolidated financial statements include the accounts of the Partnership
and twenty-eight subsidiary partnerships in which the Partnership is a limited
partner. Through the rights of the Partnership and/or an affiliate of the
General Partner, which affiliate has a contractual obligation to act on behalf
of the Partnership, to remove the general partner of the subsidiary local
partnerships and to approve certain major operating and financial decisions, the
Partnership has a controlling financial interest in the subsidiary local
partnerships. All intercompany accounts and transactions with the subsidiary
partnerships have been eliminated in consolidation.
Increases (decreases) in the capitalization of consolidated subsidiaries
attributable to minority interest arise from cash contributions and cash
distributions, respectively, to the minority interest partners.
Losses attributable to minority interest which exceed the minority interests'
investment in a subsidiary have been charged to the Partnership. Such losses
aggregated approximately $40,000, $51,000 and $33,000 for the years ended March
31, 2005, 2004 and 2003, respectively (the 2004, 2003 and 2002 Fiscal Years,
respectively). The Partnership's investment in each subsidiary is equal to the
respective subsidiary's partners' equity less minority interest capital, if any.
In consolidation, all subsidiary partnership losses are included in the
Partnership's capital account except for losses allocated to minority interest
capital.
c) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, cash in banks, and investments
in short-term highly liquid instruments purchased with original maturities of
three months or less.
d) Property and Equipment
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
77
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
depreciation accounts and the profit or loss on such disposition is reflected in
earnings. The Partnership complies with Statement of Financial Accounting
Standards (SFAS) No. 144 "Accounting for the Impairment or Disposal of
Long-Lived Assets". 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 is 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.
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, 2005, the Partnership has recorded approximately $500,000 as
an aggregate loss on impairment of assets.
e) Income Taxes
The Partnership is not required to provide for, or pay, any federal income
taxes. Net income or loss generated by the Partnership is passed through to the
partners and is required to be reported by them. The Partnership may be subject
to state and local taxes in jurisdictions in which it operates. For income tax
purposes, the Partnership has a fiscal year ending December 31.
f) Revenue Recognition
Rental income is earned primarily under standard residential operating leases
and is typically due the first day of each month, but can vary by property due
to the terms of the tenant leases. Rental income is recognized when earned and
charged to tenants' accounts receivable if not received by the due date. Rental
payments received in advance of the due date are deferred until earned. Rental
subsidies are recognized as rental income during the month in which it is
earned.
Other revenues are recorded when earned and consist of the following items:
Interest income earned on cash and cash equivalent balances and cash held in
escrow balances, income from forfeited security deposits, late charges, laundry
and vending income and other rental related items.
Other revenues include the following amounts at both the Partnership and Local
Partnership level:
Years Ended March 31,
----------------------------------------
2005 2004 2003
----------- ----------- -----------
Interest $ 90,727 $ 112,027 $ 156,479
Other 487,609 522,842 596,011
----------- ----------- -----------
Total other revenue $ 578,336 $ 634,869 $ 752,490
=========== =========== ===========
g) Loss Contingencies
The Partnership records loss contingencies as a charge to income when
information becomes available which indicates that it is probable that an asset
has been impaired or a liability has been incurred as of the date of the
financial statements and the amount of loss can be reasonably estimated.
h) Use of Estimates
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results could differ from those estimates.
i) New Accounting Pronouncements
On December 16, 2004, the FASB issued Statements of Financial Accounting
Standards ("SFAS") No. 153, Exchanges of Nonmonetary Assets - An Amendment of
APB Opinion No. 29 ("SFAS No. 153"). The amendments made by SFAS No. 153 are
based on the principle that exchanges of nonmonetary assets should be measured
based on the fair value of the assets exchanged. Further, the amendments
eliminate the narrow exception for nonmonetary exchanges of similar productive
assets and replace it with a broader exception for exchanges of nonmonetary
assets that do not have "commercial substance." SFAS No. 153 is effective for
nonmonetary asset exchanges occurring in fiscal periods beginning after June 15,
2005. The Partnership does not believe that the adoption of SFAS No. 153 on June
15, 2005 will have a material effect on the Partnership's consolidated financial
statements.
In January 2003, the Financial Accounting Standards Board ("FASB") issued FASB
Interpretation No. 46, "Consolidation of Variable Interest Entities" ("FIN 46").
FIN 46 is applicable immediately for variable interest entities created after
January 31, 2003. For variable interest entities created before February 1,
2003, the provisions of FIN 46 were applicable no later than December 15, 2003.
The Partnership has not created any variable interest entities after January 31,
78
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
2003. In December 2003, the FASB redeliberated certain proposed modifications
and revised FIN 46 ("FIN 46 (R)"). The revised provisions were applicable no
later than the first reporting period ending after March 15, 2004. The adoption
of FIN 46 (R) did not have a material impact on the Partnership's financial
reporting and disclosures.
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
changes the accounting for certain financial instruments that, under previous
guidance, could be classified as equity or "mezzanine" equity, by now requiring
those instruments to be classified as liabilities ( or assets in some
circumstances) in the Consolidated Balance Sheets. Further, SFAS No. 150
requires disclosure regarding the terms of those instruments and settlement
alternatives. The guidance in SFAS No. 150 generally was effective for all
financial instruments entered into or modified after May 31, 2003, and was
otherwise effective at the beginning of the first interim period beginning after
June 15, 2003. The Partnership has evaluated SFAS No. 150 and determined that it
does not have an impact on the Partnership's financial reporting and
disclosures.
NOTE 3 - Fair Value of Financial Instruments
The following methods and assumptions were used to estimate the fair value of
each class of financial instruments (all of which are held for nontrading
purposes) for which it is practicable to estimate that value:
Cash and Cash Equivalents and Cash Held in Escrow
- -------------------------------------------------
The carrying amount approximates fair value.
Mortgage Notes Payable
- ----------------------
The fair value of mortgage notes payable is estimated, where practicable, based
on the borrowing rate currently available for similar loans.
The estimated fair values of the Partnership's mortgage notes payable are as
follows:
March 31, 2005 March 31, 2004
-------------------------------------------------------------
Carrying Carrying
Amount Fair Value Amount Fair Value
------------ ------------ ------------- ------------
Mortgage notes payable for which it is:
Practicable to estimate fair value $ 50,807,911 $ 46,795,954 $ 55,786,396 $ 52,084,207
Not practicable $ 39,500,407 * $ 37,051,959 *
* Management believes it is not practical to estimate the fair value of these
mortgage notes payable because mortgage programs with similar
characteristics are not currently available to the Local Partnerships.
The carrying amount of other financial instruments that require such disclosure
approximates fair value.
NOTE 4 - Property and Equipment
The components of property and equipment are as follows:
March 31, Estimated
----------------------------- Useful Lives
2005 2004 (years)
------------ ------------- -------------
Land $ 5,692,516 $ 5,692,516 -
Building and improvements 176,581,364 175,088,136 15-40
Furniture and fixtures 3,391,530 3,154,084 3-10
------------ -------------
185,665,410 183,934,736
Less: Accumulated depreciation (65,579,865) (60,170,732)
------------ -------------
$120,085,545 $ 123,764,004
============ =============
Included in property and equipment is approximately $4,500,000 of acquisition
fees paid to the general partner and $1,057,104 of acquisition expenses as of
March 31, 2005 and 2004. In addition, as of March 31, 2005 and 2004, building
and improvements include approximately $4,378,000 of capitalized interest.
In connection with the rehabilitation of the properties, the subsidiary
partnerships have incurred developer's fees of approximately $14,500,000 to the
Local General Partners and affiliates, net of approximately $979,000 earned by
the Partnership. Such fees have been included in the cost of property and
equipment.
Depreciation expense for the years ended March 31, 2005, 2004 and 2003 amounted
to, $5,454,743, $5,550,233 and $5,689,426, respectively.
79
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
During the years ended March 31, 2005 and 2004, accumulated depreciation of
$45,610 and $455,550, respectively, on dispositions was written off.
NOTE 5 - Cash Held in Escrow
Cash held in escrow consists of the following:
March 31,
------------------------------
2005 2004
------------ ------------
Purchase price payments* $ 17,941 $ 28,000
Real estate taxes, insurance and other 4,638,715 5,595,561
Reserve for replacements 4,682,398 3,943,998
Tenant security deposits 768,104 716,067
------------ ------------
$ 10,107,158 $ 10,283,626
============ ============
* Represents amounts to be paid to seller after completion of properties under
construction and upon meeting specified rental achievement criteria.
NOTE 6 - Deferred Costs
The components of deferred costs and their periods of amortization are as
follows:
March 31,
-----------------------------
2005 2004 Period
------------ ------------- ------------
Financing expenses $ 3,183,310 $ 3,183,310 *
Less: Accumulated amortization (1,708,533) (1,562,588)
------------ ------------
$ 1,474,777 $ 1,620,722
============ =============
*Over the life of the related mortgages.
Amortization expense for the years ended March 31, 2005, 2004 and 2003 amounted
to $145,945, $203,437 and $164,369, respectively.
During the year ended March 31, 2004, accumulated amortization of $30,603 was
written off.
NOTE 7 - Mortgage Notes Payable
The mortgage notes are payable in aggregate monthly installments of
approximately $547,000, including principal and interest at rates varying from
0% to 9% per annum, through the year 2048. Each subsidiary partnership's
mortgage note payable is collateralized by the land and buildings of the
respective subsidiary partnership, the assignment of certain subsidiary
partnership's rents and leases, and is without further recourse.
Certain mortgage notes with balances aggregating $8,472,000 and $8,503,000 at
December 31, 2004 and 2003, respectively, which bear interest at rates ranging
from 7.5% to 9% per annum, were eligible for interest rate subsidies.
Accordingly, the subsidiary partnerships paid only that portion of the monthly
payments that would be required if the interest rate was 1% and the balance was
subsidized under Sections 236 and 551(b) of the National Housing Act.
Annual principal payment requirements, as of March 31, 2005, for each of the
next five fiscal years and thereafter, are as follows:
Fiscal Year Amount
- ----------------- ------------
2005 $ 3,012,015
2006 3,093,955
2007 4,028,872
2008 7,824,298
2009 3,074,378
Thereafter 69,274,800
------------
$ 90,308,318
============
80
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
Accrued interest payable as of March 31, 2005 and 2004 was approximately
$8,287,000 and $8,236,000, respectively. Interest accrues on all mortgage loans,
which include primary and secondary loans. Certain secondary loans have
provisions such that interest is accrued but not payable until a future date.
The Partnership anticipates the payment of accrued interest on the secondary
loans (which make up the majority of the accrued interest payable amount and
which have been accumulating since the Partnership's investment in the
respective Local Partnership) will be made from future refinancings or sales
proceeds of the respective Local Partnerships.
The mortgage agreements require monthly deposits to replacement reserves of
approximately $71,000 and monthly deposits to escrow accounts for real estate
taxes, hazard and mortgage insurance and other (Note 5).
655 North Street Limited Partnership
- ------------------------------------
In December 2003, 655 North Street Limited Partnership ("655 North Street")
completed a mortgage restructuring through the Mark to Market program (mortgage
restructuring with an FHA-insured mortgage remaining). The prior mortgage
balance of approximately $3,991,000 was repaid with proceeds from the
refinancing. The first mortgage consists of a $2,723,800 mortgage note bearing
interest at 5.40% per annum, with principal and interest due in monthly
installments of $23,527 beginning in February 2004 through October 2017. The
second mortgage consists of a $2,602,134 mortgage note through a mortgage
restructuring loan payable to HUD at an interest rate of 2.00% per annum and a
term of approximately 30 years. Annual payments are due 60 days after fiscal
year end to the extent of 75% of surplus cash.
Plainsboro Housing Partners Limited Partnership
- -----------------------------------------------
On November 13, 2003, Plainsboro Housing Partners Limited Partnership
("Plainsboro") refinanced its existing indebtedness by borrowing $2,950,000 from
an affiliate of the General Partner. The loan bears interest at the rate of 6.7%
per annum with principal and interest due in monthly installments of $19,036 and
matures on December 1, 2033. Plainboro's prior indebtedness of approximately
$2,515,000 was repaid.
Los Angeles Limited Partnership
- -------------------------------
On March 31, 2003, Los Angeles Limited Partnership ("Los Angeles") refinanced
its mortgage and modified it to $3,626,000 payable to the Puerto Rico Housing
Finance Corporation. The mortgage bears interest at the rate of 6.5% per annum
with installments of $21,907 payable on the first day of each month on the
outstanding balance of principal. In addition, a second mortgage note dated May
1, 2003 of $400,985 was given to Puerto Rico Housing Finance Corporation as part
of the refinancing of the previous mortgage note. The principal amount of this
second mortgage note will not accrue interest.
NOTE 8 - Related Party Transactions
An affiliate of the General Partner, Independence SLP L.P., has either a 0.1% or
1% interest as a special limited partner in each of the Local Partnerships. An
affiliate of the General Partner also has a minority interest in certain Local
Partnerships.
As of March 31, 2005 and 2004, the Partnership owes an affiliate of the General
Partner, approximately $4,377,000 and $2,894,000 respectively for operating
advances. These advances are non-interest bearing and have no set repayment
terms. The Partnership has advanced these monies to two Local Partnerships to
fund their operations.
A) Other Related Party Expenses
The General Partner and its affiliates perform services for the Partnership. The
costs incurred for the years ended March 31, 2005, 2004 and 2003 were as
follows:
Years Ended March 31,
------------------------------------
2005 2004* 2003*
---------- ---------- ----------
Partnership management fees (i) $ 880,000 $ 880,000 $ 880,000
Expense reimbursement (ii) 197,664 163,819 158,434
Local administrative fee (iv) 64,500 98,000 77,000
Property management fees incurred to affiliates of
the General Partners 139,872 135,452 176,780
---------- ---------- ----------
Total general and administrative - General Partner 1,282,036 1,277,271 1,292,214
---------- ---------- ----------
Property management fees incurred to affiliates of
the Local General Partners (iii) 1,009,153 871,171 808,630
---------- ---------- ----------
Total general and administrative - related parties $2,291,189 $2,148,442 $2,100,844
========== ========== ==========
* Reclassified for comparative purposes.
(i) The General Partner is entitled to receive a partnership management fee,
after payment of all partnership expenses, which together with the local annual
administrative fees will not exceed a maximum of 0.5% per annum of invested
assets (as defined in the Partnership Agreement), for administering the affairs
of the Partnership. Subject to the foregoing limitation, the partnership
management fee will be determined by the General Partner in its sole discretion
based upon its review of the Partnership's investments. Unpaid partnership
81
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
management fees for any year have been, and will continue to be, accrued without
interest and will be payable only to the extent of available funds after the
Partnership has made distributions to the limited partners of sale or
refinancing proceeds equal to their original capital contributions plus a 10%
priority return thereon (to the extent not theretofore paid out of cash flow).
Partnership management fees owed to the General Partner amounting to
approximately $6,599,000 and $5,719,000 were accrued and unpaid as of March 31,
2005 and 2004, respectively.
(ii) The Partnership reimburses the General Partner and its affiliates for
actual Partnership operating expenses incurred by the General Partner and its
affiliates on the Partnership's behalf. The amount of reimbursement from the
Partnership is limited by the provisions of the Partnership Agreement. Another
affiliate of the General Partner performs asset monitoring for the Partnership.
These services include site visits and evaluations of the subsidiary
partnerships' performance. Expense reimbursements owed to the General Partners
and its affiliates amounting to approximately $1,180,000 and $982,000 were
accrued and unpaid as of March 31, 2005 and 2004, respectively.
(iii) Property management fees incurred by the subsidiary partnerships amounted
to $1,303,227, $1,135,293 and $1,131,791 for the years ended March 31, 2005,
2004 and 2003, respectively. Of these fees, $1,009,153, $871,171 and $808,630
were incurred to affiliates of the Local General Partners and $139,872, $135,452
and $176,780 were incurred to affiliates of the General Partner.
(iv) Independence SLP L.P. is entitled to receive a local administrative fee of
up to $2,500 per year from each subsidiary partnership.
B) Due to Local General Partners and Affiliates
Due to local general partners and affiliates consists of the following:
March 31,
------------------------------
2005 2004
------------ ------------
Development deficit advances $ 50,000 $ 50,000
Operating advances (i) 1,019,861 1,448,911
Development fee payable 1,391,293 1,471,351
Long-term notes payable (ii) 1,460,240 1,528,850
Management and other fees 2,013,333 682,209
------------ ------------
$ 5,934,727 $ 5,181,321
============ ============
(i) Operating advances include the following loan:
Christine Apartments, L.P. $ 116,100 $ 116,100
- --------------------------
This loan is non-interest bearing and has no set repayment terms.
(ii) Long-term notes payable consist of the following:
Creative Choice Homes II, LTD. $ 979,770 $ 979,770
- -------------------------------
The first note bears interest at 7% payable monthly. Principal
on the loan is due and payable in full on December 31, 2009.
No payments were made during the current year on this note.
Delinquent principal payments as of December 31, 2004 amounted
to $348,085, and thus, this note is technically in default.
The second note bears interest at 12% payable monthly. Principal
on the loan is due and payable in full on December 31, 2009. No
payments were made during the current year on this note. Delinquent
principal payments as of December 31, 2004 amounted to $400,210,
and thus, this note is technically in default.
Plainsboro Housing Partners, L.P. $ 480,470 $ 549,080
- ----------------------------------
This loan accrues interest at a rate of 7.34% per annum on the
outstanding principal balance. Repayment of the principal
and interest shall be made from net cash flow to the extent
available pursuant to the promissory note. All accrued interest
and principal are due in a balloon payment in December 2033.
Interest expense incurred on such long-term notes payable
amounted to approximately $129,000, $134,000 and $125,000 for
the 2004, 2003 and 2002 Fiscal Years, respectively.
82
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
C) Other
Pursuant to the Partnership Agreement and the Local Partnership Agreements, the
General Partner and Independence SLP L.P. received their pro rata share of
profits, losses and tax credits.
NOTE 9 - Taxable Net Loss
A reconciliation of the financial statements net loss to the taxable net loss
for the Partnership and its consolidated subsidiaries follows:
Years Ended December 31,
-----------------------------------------
2004 2003 2002
----------- ----------- -----------
Financial statement net loss $(5,965,074) $(7,556,569) $(5,343,745)
Differences between depreciation and amortization
expense recorded for financial reporting purposes and
the accelerated cost recovery system utilized for
income tax purposes (1,136,800) (1,093,667) (935,964)
Differences resulting from parent company having a
different fiscal year for income tax and financial
reporting purposes (22,493) 19,709 11,739
Other (645,283) 1,584,004 (69,850)
----------- ----------- -----------
Taxable net loss as shown on the income tax
return for the calendar year ended $(7,769,650) $(7,046,523) $(6,337,820)
=========== =========== ===========
83
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
NOTE 10 - Selected Quarterly Financial Date (Unaudited)
The following table summarizes the Partnership's quarterly results of operations
for the years ended March 31, 2005 and 2004.
Quarter Ended
----------------------------------------------------------------
June 30, September 30, December 31, March 31,
OPERATIONS 2004 2004 2004 2005
- --------------------------------------------------- ------------- -------------- -------------- --------------
Revenues $ 5,359,301 $ 5,766,387 $ 5,506,219 $ 5,889,044
Operating expenses (7,344,370) (7,245,580) (7,006,006) (6,929,096)
------------ ------------- ------------- -------------
Loss before minority interest (1,985,069) (1,479,193) (1,493,787) (1,040,052)
Minority interest in loss of subsidiaries 8,621 3,221 5,044 16,140
------------ ------------- ------------- -------------
Net loss $ (1,976,448) $ (1,475,972) $ (1,488,743) $ (1,023,912)
============ ============= ============= =============
Net loss per weighted average BAC $ (25.49) $ (19.03) $ (19.20) $ (13.21)
============ ============= ============= =============
Quarter Ended
----------------------------------------------------------------
June 30, September 30, December 31, March 31,
OPERATIONS 2003 2003 2003 2004
- --------------------------------------------------- ------------- -------------- -------------- --------------
Revenues $ 5,273,977 $ 5,328,780 $ 5,373,347 $ 5,688,870
Operating expenses (6,691,928) (6,660,651) (7,068,809) (8,819,520)
------------ ------------- ------------- -------------
Loss before minority interest (1,417,951) (1,331,871) (1,695,462) (3,130,650)
Minority interest in loss of subsidiaries 7,301 2,324 3,021 6,719
------------ ------------- ------------- -------------
Net loss $ (1,410,650) $ (1,329,547) $ (1,692,441) $ (3,123,931)
============ ============= ============= =============
Net loss per weighted average BAC $ (18.19) $ (17.15) $ (21.82) $ (40.29)
============ ============= ============= =============
NOTE 11 - Commitments and Contingencies
a) Subsidiary Partnerships - Going Concern
Creative Choice Homes II L.P. ("Opa-Locka")
Opa-Locka is in default on its third and fourth mortgage notes and continues to
incur significant operating losses. This condition raises substantial doubt
about Opa-Locka's ability to continue as a going concern. The ability for
Opa-Locka to continue as a going concern is based on the general partner's
continuing ability to fund operating losses. The Partnership's investment in
Opa-Locka at March 31, 2005 and 2004 was approximately $2,970,000 and
$3,435,000, respectively, and the minority interest balance was $0 for both
years. Opa-Locka's net loss amounted to approximately $465,000, $1,550,000 and
$173,000 for the 2004, 2003 and 2002 Fiscal Years, respectively.
b) Uninsured Cash and Cash Equivalents
The Partnership maintains its cash and cash equivalents in various banks.
Accounts at each bank are guaranteed by the Federal Deposit Insurance
Corporation up to $100,000. As of March 31, 2005, uninsured cash and cash
equivalents approximated $830,000.
c) Cash Distributions
Cash distributions from the Local Partnerships to the Partnership are restricted
by the provisions of the respective Local Partnership agreements and a HUD based
on operating results and a percentage of the owner's equity contribution. Such
cash distributions are typically made for surplus cash flow.
84
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2005
d) Other
The Partnership is subject to the risks incident to potential losses arising
from the management and ownership of improved real estate. The Partnership can
also be affected by poor economic conditions generally, however no more than 21%
of the properties are located in any single state. There are also substantial
risks associated with owning properties receiving government assistance; for
example, the possibility that Congress may not appropriate funds to enable the
U.S. Department of Housing and Urban Development ("HUD") to make rental
assistance payments. HUD also restricts annual cash distributions to partners
based on operating results and a percentage of the owner's equity contribution.
The Partnership cannot sell or substantially liquidate its investments in
subsidiary partnerships during the period that the subsidy agreements are in
existence, without HUD's approval. Furthermore, there may not be market demand
for apartments at full market rents when the rental assistance contracts expire.
The Partnership and BACs holders began to recognize Housing 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 gradually increased over the first
three years of the Partnership. Housing Tax Credits not recognized in the first
three years will be recognized in the 11th through 13th years. The Partnership
generated $1,051,548 , $7,001,508 and $11,256,724 Housing Tax Credits during the
2004, 2003 and 2002 tax years, respectively.
85
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
Item 9A. Controls and Procedures
(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Chief Executive
Officer and Chief Financial Officer of Related Independence Associates Inc., the
general partner of the General Partner of the Partnership, has evaluated the
effectiveness of the Partnership's disclosure controls and procedures (as such
term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange
Act of 1934, as amended ("Exchange Act") as of the end of the period covered by
this report. Based on such evaluation, such officer has concluded that, as of
the end of such period, the Partnership's disclosure controls and procedures are
effective.
(b) INTERNAL CONTROL OVER FINANCIAL REPORTING. There have not been any changes
in the Partnership's internal control over financial reporting during the fiscal
year to which this report relates that have materially affected, or are
reasonably likely to materially affect, the Partnership's internal control over
financial reporting.
86
PART III
Item 10. Directors and Executive Officers of the Registrant
The Partnership is a limited partnership which was formed under the laws of the
State of Delaware on November 7, 1990. The general partner of the Partnership is
Related Independence Associates L.P., a Delaware limited partnership (the
"General Partner"). The general partner of the General Partner is Related
Independence Associates Inc., a Delaware corporation ("RIAI) and is an affiliate
of Related Capital Company ("RCC"). The Partnership has no directors or
executive officers. The Partnership's affairs are managed and controlled by the
General Partner. The Partnership has not adopted a separate code of ethics
because the Partnership has no directors or executive officers. However, the
parent company of RCC, which controls our General Partner, has adopted a code of
ethics. See http://www.chartermac.com.
On November 17, 2003, CharterMac acquired RCC, which is the indirect parent of
RCC Manager LLC, the sole shareholder of RIAI. Pursuant to the acquisition,
CharterMac acquired controlling interests in the General Partner. Alan P. Hirmes
replaced Stephen M. Ross as Director of RIAI effective April 1, 2004 as a result
of this acquisition. This acquisition did not affect the Partnership or its
day-to-day operations, as the majority of the General Partner's management team
remained unchanged.
Certain information concerning the directors and executive officers of RIAI is
set forth below.
Name Position
- ------------------- -------------------
Alan P. Hirmes Director and President
Stuart J. Boesky Senior Vice President
Marc D. Schnitzer Vice President
Denise L. Kiley (*) Vice President
Glenn F. Hopps Treasurer
Teresa Wicelinski Secretary
(*) On February 25, 2005, Ms. Kiley announced her retirement as Chief Credit
Officer and Trustee of CharterMac, the indirect parent of RCC Manager LLC,
the sole shareholder of RIAI. Upon her retirement, she will also resign from
her position as Vice President of RIAI.
ALAN P. HIRMES, 50, has been a Certified Public Accountant in New York since
1978. Prior to joining Capital in October 1983, Mr. Hirmes was employed by
Weiner & Co., Certified Public Accountants. Mr. Hirmes is also a Vice President
of Capital. Mr. Hirmes graduated from Hofstra University with a Bachelor of Arts
degree. Mr. Hirmes also serves on the Board of Trustees of CharterMac and
American Mortgage Acceptance Company ("AMAC").
STUART J. BOESKY, 49, practiced real estate and tax law in New York City with
the law firm of Shipley & Rothstein from 1984 until February 1986 when he joined
Capital. From 1983 to 1984, Mr. Boesky practiced law with the Boston law firm of
Kaye Fialkow Richard & Rothstein (which subsequently merged with Strook & Strook
& Lavan) and from 1978 to 1980 was a consultant specializing in real estate at
the accounting firm of Laventhol & Horwath. Mr. Boesky graduated from Michigan
State University with a Bachelor of Arts degree and from Wayne State School of
Law with a Juris Doctor degree. He then received a Master of Laws degree in
Taxation from Boston University School of Law. Mr. Boesky also serves on the
Board of Trustees of CharterMac and AMAC.
MARC D. SCHNITZER, 44, is responsible both for financial restructurings of real
estate properties and directing Capital's acquisitions of properties generating
Housing Tax Credits. Mr. Schnitzer received a Masters of Business Administration
from The Wharton School of the University of Pennsylvania in December 1987
before joining Related in January 1988. From 1983 to January 1986, he was a
financial analyst for the First Boston Corporation in New York. Mr. Schnitzer
graduated summa cum laude with a Bachelor of Science in Business Administration
from the School of Management at Boston University in May 1983. Mr. Schnitzer
also serves on the Board of Trustees of CharterMac.
DENISE L. KILEY, 45, is responsible for overseeing the due diligence and asset
management of all multifamily residential properties invested in RCC sponsored
corporate, public and private equity and debt funds. Prior to joining Related in
1990, Ms. Kiley had experience acquiring, financing and asset managing
multifamily residential properties. From 1981-1985 she was an auditor with Price
Waterhouse. Ms. Kiley holds a Bachelor of Science in Accounting from Boston
College. Ms. Kiley also serves on the Board of Trustees of CharterMac. As noted
above, Ms. Kiley is retiring from CharterMac.
GLENN F. HOPPS, 42, joined Related in December, 1990, and prior to that date was
employed by Mark Shron & Company and Weissbarth, Altman and Michaelson certified
public accountants. Mr. Hopps graduated from New York State University at Albany
with a Bachelor of Science Degree in Accounting.
TERESA WICELINSKI, 39, joined Related in June 1992, and prior to that date was
employed by Friedman, Alpren & Green, certified public accountants. Ms.
Wicelinski graduated from Pace University with a Bachelor of Arts Degree in
Accounting.
Item 11. Executive Compensation
The Partnership has no officers or directors. The Partnership does not pay or
accrue any fees, salaries or other forms of compensation to directors or
officers of the general partner of the General Partner for their services. Under
87
the terms of the Partnership Agreement, the General Partner and its affiliates
are entitled to receive compensation from the Partnership in consideration of
certain services rendered to the Partnership by such parties. In addition, the
General Partner is entitled to 1% of all cash distributions and Tax Credit
allocations and a subordinated 15% interest in Net Sales or Refinancings
Proceeds. See Note 8 to the Financial Statements in Item 8 above for a
presentation of the types and amounts of compensation paid to the General
Partner and its affiliates, which is incorporated herein by reference thereto.
Tabular information concerning salaries, bonuses and other types of compensation
payable to executive officers has not been included in this annual report. As
noted above, the Partnership has no executive officers. The levels of
compensation payable to the General Partner and/or its affiliates is limited by
the terms of the Partnership Agreement and may not be increased therefrom on a
discretionary basis.
Item 12. Security Ownership of Certain Beneficial Owners and Management and
Related Security Holder Matters
Name and Address of Amount and Nature of Percentage
Title of Class Beneficial Ownership Beneficial Ownership of Class
- ------------------- -------------------- --------------------- -----------
Related Independence
General Partnership Associates L.P. $1,000 capital
interest in the 625 Madison Avenue contribution-directly
Partnership New York, NY 10022 owned 100%
Independence SLP L.P., a limited partnership whose general partner is the
General Partner of the Partnership and which acts as the special limited partner
of each Local Partnership, holds either a 0.1% or 1% limited partnership
interest in each Local Partnership. See Note 8 to the Financial Statements in
Item 8 above, which information is incorporated herein by reference thereto.
Except as set forth in the table below, no person is known by the Partnership to
be the beneficial owner of more than 5% of the Limited Partnership Interests and
neither the General Partner nor any director or executive officer of the General
Partner owns any Limited Partnership Interests. The following table sets forth
the number of BACs beneficially owned, as of June 2, 2005, by (i) each BACs
holder known to the Partnership to be a beneficial owner of more than 5% of the
BACs, (ii) each director and executive officer of the general partner of the
General Partner and (iii) the directors and executive officers of the general
partner of the General Partner as a group. Unless otherwise noted, all BACs are
owned directly with sole voting and dispositive powers.
Amount and Nature of
Name of Beneficial Owner (1) Beneficial Ownership Percent of Class
- --------------------------------------------- -------------------- ----------------
Lehigh Tax Credit Partners, Inc. 6,846.30(2)(3) 8.9%
J. Michael Fried 6,846.30(2)(3)(4) 8.9%
Alan P. Hirmes 6,846.30(2)(3)(4) 8.9%
Stuart J. Boesky 6,846.30(2)(3)(4) 8.9%
Marc D. Schnitzer 6,846.30(2)(3)(4) 8.9%
Denise L. Kiley (*) 6,846.30(2)(3)(4) 8.9%
Glenn F. Hopps - -
Teresa Wicelinski - -
All directors and executive officers of the
general partner of the General Partner as a
group (eight persons) 6,846.30(2)(3)(4) 8.9%
(1) The address for each of the persons in the table is 625 Madison Avenue, New
York, New York 10022.
(2) As set forth in Schedule 13D filed by Lehigh Tax Credit Partners L.L.C.
("Lehigh I") and Lehigh Tax Credit Partners, Inc., (the "Managing Member") on
June 10, 1997 with the Securities and Exchange Commission (the "Commission") and
pursuant to a letter agreement dated May 28, 1997 among the Partnership, Lehigh
I and the General Partner (the "Standstill Agreement"), Lehigh I agreed that,
prior to May 28, 2007 (the "Standstill Expiration Date"), it will not and it
will cause certain affiliates including (Lehigh II) not to (i) acquire, attempt
to acquire or make a proposal to acquire, directly or indirectly, more than 45%
(including BACs acquired through all other means) of the outstanding BACs, (ii)
seek to propose to enter into, directly or indirectly, any merger,
consolidation, business combination, sale or acquisition of assets, liquidation,
dissolution or other similar transaction involving the Partnership, (iii) make,
or in any way participate, directly or indirectly, in any "solicitation" of
"proxies" or "consents" (as such terms are used in the proxy rules of the
Commission) to vote any voting securities of the Partnership, (iv) form, join or
otherwise participate in a "group" (within the meaning of Section 13 (d)(3) of
the Securities and Exchange Act of 1934) with respect to any voting securities
of the Partnership, except those affiliates bound by the Standstill Agreement
will not be deemed to have violated it and formed a "group" solely by acting in
88
accordance with the Standstill Agreement, (v) disclose in writing to any third
party any intention, plan or arrangement inconsistent with the terms of the
Standstill Agreement, or (vi) loan money to, advise, assist or encourage any
person in connection with any action inconsistent with the terms of the
Standstill Agreement. In addition, Lehigh I agreed that until the Standstill
Expiration Date it will not sell any BACs acquired by it unless the buyer of
such BACs agrees to be bound by the Standstill Agreement; provided, however,
Lehigh I may make transfers in the secondary market to any purchaser which
represents that following such sale it will not own three (3%) percent or more
of the BACs outstanding. By the terms of the Standstill Agreement, Lehigh I also
agreed to vote its BACs in the same manner as a majority of all voting BACs
holders; provided, however, Lehigh I is entitled to vote its BACs as it
determines with regard to any proposal (i) to remove the General Partner as a
general partner of the Partnership or (ii) concerning the reduction of any fees,
profits, distributions or allocations for the benefit of the General Partner or
its affiliates. The addresses of each of the Partnership, Lehigh I and the
General Partner is 625 Madison Avenue, New York, New York 10022.
(3) All of such BACs represent BACs owned directly by Lehigh, I and Lehigh Tax
Credit Partners II, L.L.C. ("Lehigh II") for which the Managing Member serves as
managing member. As of June 2, 2005, Lehigh I held 3,410.65 BACs and Lehigh II
held 3,435.65 BACs.
(4) Each such party serves as a director and executive officer of the Managing
Member and owns an equity interest therein except J. Michael Fried who owns only
an economic interest.
Item 13. Certain Relationships and Related Transactions
The Partnership has and will continue to have certain relationships with the
General Partner and its affiliates, as discussed in Item 11 and also Note 8 to
the Financial Statements in Item 8 above, which are incorporated herein by
reference. However, there have been no direct financial transactions between the
Partnership and the directors and officers of the general partner of the General
Partner.
Item 14. Principal Accountant Fees and Services
Audit Fees
- ----------
The aggregate fees billed by Trien Rosenberg Rosenberg Weinberg Ciullo and
Fazzari LLP and their respective affiliates for professional services rendered
for the audit of our annual financial statements for the years ended March 31,
2005 and 2004 and for the reviews of the financial statements included in the
Partnership's Quarterly Reports on Form 10-Q for those years were $56,500 and
$53,400, respectively.
Audit - Related Fees
- --------------------
None.
Tax Fees
- --------
The aggregate fees billed by Weiser LLP and their respective affiliates and
Friedman, LLP for professional services rendered for the preparation of our
annual tax returns for the years ended December 31, 2004 and 2003 were $11,000
and $20,300, respectively.
All Other Fees
- --------------
None.
The Partnership is not required to have, and does not have, a stand-alone audit
committee.
89
PART IV
Item 15. Exhibits and Financial Statement Schedules
Sequential
Page
----------
(a) 1. Financial Statements
Report of Independent Registered Public Accounting Firm 12
Consolidated Balance Sheets at March 31, 2005 and 2004 73
Consolidated Statements of Operations for the Years
Ended March 31, 2005, 2004 and 2003 74
Consolidated Statements of Changes in Partners' Capital
(Deficit) for the Years Ended March 31, 2005, 2004 and 2003 75
Consolidated Statements of Cash Flows for the Years
Ended March 31, 2005, 2004 and 2003 76
Notes to Consolidated Financial Statements 77
(a) 2. Consolidated Financial Statement Schedules
Report of Independent Registered Public Accounting Firm 96
Schedule I- Condensed Financial Information of Registrant 97
Schedule III - Real Estate and Accumulated Depreciation 100
(a) 3. Exhibits
(3A) Form of Amended and Restated Agreement of Limited
Partnership of Independence Tax Credit Plus L.P.,
attached to the Prospectus as Exhibit A*
(3B) Amended and Restated Certificate of Limited Partnership
of Independence Tax Credit Plus L.P.*
(10A) Form of Subscription Agreement attached to the Prospectus
as Exhibit B*
(10B) Form of Purchase and Sales Agreement pertaining to the
Partnership's acquisition of Local Partnership Interests*
(10C) Form of Amended and Restated Agreement of Limited Partnership
of Local Partnerships*
(21) Subsidiaries of the Registrant 91
* Incorporated herein as an exhibit by reference to
exhibits filed with Pre-Effective Amendment No. 1
to the Independence Tax Credit Plus L.P. Registration
Statement on Form S-11 (Registration No. 33-37704)
(31.1) Certification Pursuant to Rule 13a-14(a) or Rule 15d-14(a) 94
(32.1) Certification Pursuant to Rule 13a-14(b) or Rule 15d-14(b)
and Section 1350 of Title 18 of the United States Code
(18 U.S.C. 1350) 95
90
Item 15. Exhibits and Financial Statement Schedules (continued)
Jurisdiction
Subsidiaries of the Registrant (Exhibit 21) of Organization
------------------------------------------- ---------------
Harbor Court Limited Partnership NY
Old Public Limited Partnership TN
Lancaster Terrace Limited Partnership OR
655 North Street Limited Partnership LA
Landreth Venture PA
Homestead Apartments Associates Ltd. FL
Bethel Villa Associates, L.P. DE
West Diamond Street Associates PA
Susquehanna Partners PA
Boston Bay Limited Partnership MA
Morrant Bay Limited Partnership MA
Hope Bay Limited Partnership MA
Lares Apartments Limited Partnership PR
Lajas Apartments Limited Partnership PR
Arlington-Rodeo Properties CA
Conifer Bateman Associates NY
Hampden Hall Associates, L.P. MO
Chester Renaissance Associates PA
Homestead Apartments II, LTD. FL
P.S. 157 Associates, L.P. NY
Cloisters Limited Partnership II PA
Creative Choice Homes II, LTD. FL
Milford Crossing Associates L.P. DE
BX-7F Associates, L.P. NY
Los Angeles Limited Partnership PR
Christine Apartments, L.P. NY
Plainsboro Housing Partners, L.P. NJ
Rolling Green Associates, L.P. NY
91
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
INDEPENDENCE TAX CREDIT PLUS L.P.
---------------------------------
(Registrant)
By: RELATED INDEPENDENCE ASSOCIATES L.P.,
its General Partner
By: RELATED INDEPENDENCE ASSOCIATES INC.,
a General Partner
Date: June 16, 2005 By: /s/ Alan P. Hirmes
------------- ------------------
Alan P. Hirmes
Director and President
(Chief Executive and Financial Officer)
Date: June 16, 2005 By: /s/ Glenn F. Hopps
------------- ------------------
Glenn F. Hopps
Treasurer
(Chief Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:
Signature Title Date
- ------------------ ---------------------------------------- -----------------
/s/ Alan P. Hirmes Director and President (chief executive
- ------------------ and financial officer) of June 16, 2005
Alan P. Hirmes Related Independence Associates Inc. -------------
/s/ Glenn F. Hopps
- ------------------ Treasurer (chief accounting officer) of June 16, 2005
Glenn F. Hopps Related Independence Associates Inc. -------------
Exhibit 31.1
CERTIFICATION PURSUANT TO RULE
13a-14(a) OR RULE 15d-14(a)
I, Alan P. Hirmes, Chief Executive Officer and Chief Financial Officer of
Related Independence Associates Inc. a general partner of Related Independence
Associates L.P. the General Partner of Independence Tax Credit Plus L.P. (the
"Partnership"), hereby certify that:
1. I have reviewed this annual report on Form 10-K for the period ending
March 31, 2005 of the Partnership;
2. Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows
of the Partnership as of, and for, the periods presented in this
report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in
Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Partnership and
have:
a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed, under my
supervision, to ensure that material information relating to the
Partnership including its consolidated subsidiaries, is made known to
me by others within those entities, particularly during the period in
which this report is being prepared;
b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under my
supervision, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting
principles;
c) evaluated the effectiveness of the Partnership's disclosure controls
and procedures and presented in this report my conclusions about the
effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation;
d) disclosed in this report any change in the Partnership's internal
control over financial reporting that occurred during the Partnership's
fourth fiscal quarter that has materially affected, or is reasonably
likely to materially affect, the Partnership's internal control over
financial reporting; and
5. I have disclosed, based on my most recent evaluation of internal
control over financial reporting, to the Partnership's auditors and to
the boards of directors of the General Partners:
a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the Partnership's ability to
record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Partnership's
internal control over financial reporting.
Date: June 16, 2005 By: /s/ Alan P. Hirmes
------------- ------------------
Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT
TO RULE 13a-14(b) OR RULE 15d-14(b)
AND SECTION 1350 OF TITLE 18
OF THE UNITED STATES CODE (18 U.S.C. 1350)
In connection with the Annual Report of Independence Tax Credit Plus L.P. (the
"Partnership") on Form 10-K for the period ending March 31, 2005 as filed with
the Securities and Exchange Commission ("SEC") on the date hereof (the
"Report"), I, Alan P. Hirmes, Chief Executive Officer and Chief Financial
Officer of Related Independence Associates Inc. a general partner of Related
Independence Associates L.P. the General Partner of the Partnership, certify,
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Partnership.
A signed original of this written statement required by Section 906 has been
provided to the Partnership and will be retained by the Partnership and
furnished to the SEC or its staff upon request.
By: /s/ Alan P. Hirmes
------------------
Alan P. Hirmes
Chief Executive Officer and
Chief Financial Officer
June 16, 2005
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------
To the Partners of
Independence Tax Credit Plus L.P. and Subsidiaries
(A Delaware Limited Partnership)
In connection with our audits of the consolidated financial statements of
Independence Tax Credit Plus L.P. and Subsidiaries (A Delaware Limited
Partnership) included in this Form 10-K as presented in our opinion dated June
8, 2005 on page 12, and based on the reports of other auditors, we have also
audited supporting Schedule I for the 2004, 2003 and 2002 Fiscal Years and
Schedule III at March 31, 2005. In our opinion, and based upon the reports of
the other auditors, these consolidated schedules present fairly, when read in
conjunction with the related consolidated financial statements, the financial
data required to be set forth therein.
TRIEN ROSENBERG ROSENBERG
WEINBERG CIULLO & FAZZARI LLP
New York, New York
June 8, 2005
96
INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)
CONDENSED BALANCE SHEETS
ASSETS
2005 2004
------------- -------------
Cash and cash equivalents $ 61,093 $ 32,537
Advances and investment in subsidiary partnerships 23,354,869 25,298,379
Cash held in escrow 17,941 28,000
Other assets 116,299 116,299
------------- -------------
Total assets $ 23,550,202 $ 25,475,215
============= =============
LIABILITIES AND PARTNERS' CAPITAL
Other liabilities $ 12,892 $ 24,384
Due to general partners and affiliates 12,155,785 9,596,356
------------- -------------
Total liabilities 12,168,677 9,620,740
------------- -------------
Partners' capital* 11,381,525 15,854,475
------------- -------------
Total liabilities and partners' capital $ 23,550,202 $ 25,475,215
============= =============
Investments in subsidiary partnerships are recorded in accordance with the
equity method of accounting, wherein the investments are not reduced below zero.
Accordingly, partners' capital on the consolidated balance sheet will differ
from partners' capital shown above.
*Condensed partners' capital includes $561,239 and $587,935 of related party
income at March 31, 2005 and 2004, respectively.
97
INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)
CONDENSED STATEMENTS OF OPERATIONS
Years Ended March 31,
----------------------------------------------
2005 2004 2003
------------ ------------- ------------
Revenues $ 5,690 $ 4,958 $ 5,264
------------ ------------- ------------
Expenses
Administrative and management 105,867 163,819 158,743
Administrative and management-related
parties 1,077,664 1,021,560 1,038,434
------------ ------------- ------------
Total expenses 1,183,531 1,185,379 1,197,177
------------ ------------- ------------
Loss from operations (1,177,841) (1,180,421) (1,191,913)
Equity in loss of subsidiary partnerships (3,295,109) (4,948,362) (2,943,111)
------------ ------------- ------------
Net loss $ (4,472,950) $ (6,128,783) $ (4,135,024)
============ ============= ============
98
INDEPENDENCE TAX CREDIT PLUS L.P.
SCHEDULE I
CONDENSED FINANCIAL INFORMATION OF REGISTRANT
(NOT INCLUDING CONSOLIDATED SUBSIDIARY PARTNERSHIPS)
CONDENSED STATEMENTS OF CASH FLOWS
Years Ended March 31,
-----------------------------------------
2005 2004 2003
----------- ----------- -----------
Cash flows from operating activities:
Net loss $(4,472,950) $(6,128,783) $(4,135,024)
----------- ----------- -----------
Adjustments to reconcile net loss to net cash provided
by operating activities:
Equity in loss of subsidiary partnerships 3,295,109 4,948,362 2,943,111
(Decrease) increase in other liabilities (11,492) 10,324 6,594
Increase in due to general partner and
affiliates 2,559,429 2,639,392 1,359,517
----------- ----------- -----------
Total adjustments 5,843,046 7,598,078 4,309,222
----------- ----------- -----------
Net cash provided by operating activities 1,370,096 1,469,295 174,198
----------- ----------- -----------
Cash flows from investing activities:
Decrease in cash held in escrow-purchase price
payments 10,059 0 4,666
Investment in subsidiary partnerships (10,059) 0 (4,666)
Distributions from subsidiary partnerships 119,319 147,693 185,671
Advances to subsidiary partnerships (1,460,859) (1,585,942) (368,086)
----------- ----------- -----------
Net cash used in investing activities (1,341,540) (1,438,249) (182,415)
----------- ----------- -----------
Net increase (decrease) in cash and cash equivalents 28,556 31,046 (8,217)
Cash and cash equivalents, beginning of year 32,537 1,491 9,708
----------- ----------- -----------
Cash and cash equivalents, end of year $ 61,093 $ 32,537 $ 1,491
=========== =========== ===========
99
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 2005
Initial Cost to Partnership
----------------------------
Buildings and
Description Encumbrances Land Improvements
- ------------------------------------- ------------ ------------ -------------
Apartment Complexes
Harbor Court Limited Partnership
Staten Island, NY $ 0 $ 137,450 $ 1,007,966
Old Public Limited Partnership
Lawrenceburg, TN 422,260 10,000 1,713,310
Lancaster Terrace Limited Partnership
Salem, OR 1,468,476 161,269 3,679,601
655 North Street Limited Partnership
Baton Rouge, LA 5,199,139 125,500 3,040,980
Landreth Venture
Philadelphia, PA 3,255,048 1,761 5,903,337
Homestead Apartments Associates Ltd.
Homestead, FL 3,389,909 329,402 0
Bethel Villa Associates, L.P.
Wilmington, DE 3,722,167 270,000 5,969,354
West Diamond Street Associates
Philadelphia, PA 1,576,000 30,829 3,444,649
Susquehanna Partners
Philadelphia, PA 1,742,136 16,000 0
Boston Bay Limited Partnership
Boston, MA 2,474,189 440,000 4,143,758
Morrant Bay Limited Partnership
Boston, MA 3,646,339 650,000 5,522,250
Hope Bay Limited Partnership
Boston, MA 1,245,850 225,000 1,435,185
Lares Apartments Limited Partnership
Lares, PR 4,405,916 137,000 0
Lajas Apartments Limited Partnership
Lajas, PR 4,066,052 110,090 4,952,929
Arlington-Rodeo Properties
Los Angeles, CA 3,543,123 624,052 0
Conifer Bateman Associates
Lowville, NY 938,977 15,000 2,525,72
Hampden Hall Associates, L.P.
St. Louis, MO 2,116,715 0 0
Chester Renaissance Associates
Chester, PA 873,000 33,667 168,333
Homestead Apartments II, LTD.
Homestead, FL 3,326,454 338,966 0
P.S. 157 Associates, L.P.
New York, NY 6,552,686 36,500 9,350,642
Cost Capitalized
Subsequent to
Acquisition: Buildings and
Description Improvements Land Improvements Total
- ------------------------------------- ---------------- ------------ ------------- ------------
Apartment Complexes
Harbor Court Limited Partnership
Staten Island, NY $ 69,289 $ 140,813 $ 1,073,892 $ 1,214,705
Old Public Limited Partnership
Lawrenceburg, TN 81,678 13,640 1,791,348 1,804,988
Lancaster Terrace Limited Partnership
Salem, OR 53,581 163,105 3,731,346 3,894,451
655 North Street Limited Partnership
Baton Rouge, LA 6,027,655 127,751 9,066,384 9,194,135
Landreth Venture
Philadelphia, PA 122,465 3,645 6,023,918 6,027,563
Homestead Apartments Associates Ltd.
Homestead, FL 5,943,165 340,868 5,931,699 6,272,567
Bethel Villa Associates, L.P.
Wilmington, DE 3,173,905 275,099 9,138,160 9,413,259
West Diamond Street Associates
Philadelphia, PA (974,300) 32,414 2,468,764 2,501,178
Susquehanna Partners
Philadelphia, PA 3,998,995 17,585 3,997,410 4,014,995
Boston Bay Limited Partnership
Boston, MA 843,450 441,585 4,985,623 5,427,208
Morrant Bay Limited Partnership
Boston, MA 1,251,072 651,585 6,771,737 7,423,322
Hope Bay Limited Partnership
Boston, MA 692,382 226,585 2,125,982 2,352,567
Lares Apartments Limited Partnership
Lares, PR 5,267,060 151,585 5,252,475 5,404,060
Lajas Apartments Limited Partnership
Lajas, PR 183,334 111,675 5,134,678 5,246,353
Arlington-Rodeo Properties
Los Angeles, CA 5,064,598 625,637 5,063,013 5,688,650
Conifer Bateman Associates
Lowville, NY 81,543 16,585 2,605,687 2,622,272
Hampden Hall Associates, L.P.
St. Louis, MO 7,522,806 1,585 7,521,221 7,522,806
Chester Renaissance Associates
Chester, PA 1,782,784 42,153 1,942,631 1,984,784
Homestead Apartments II, LTD.
Homestead, FL 5,287,011 340,551 5,285,426 5,625,977
P.S. 157 Associates, L.P.
New York, NY 89,330 38,085 9,438,387 9,476,472
Life on which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed*
- ------------------------------------- ------------ ------------- ------------ --------------
Apartment Complexes
Harbor Court Limited Partnership
Staten Island, NY $ 401,712 1991 Dec.1991 27.5 years
Old Public Limited Partnership
Lawrenceburg, TN 828,208 1991 Dec.1991 27.5 years
Lancaster Terrace Limited Partnership
Salem, OR 1,928,609 1992 Feb.1992 15-27.5 years
655 North Street Limited Partnership
Baton Rouge, LA 3,863,967 1992 Mar. 1992 27.5 years
Landreth Venture
Philadelphia, PA 1,938,292 1992 Mar. 1992 40 years
Homestead Apartments Associates Ltd.
Homestead, FL 1,849,117 1992 Mar. 1992 40 years
Bethel Villa Associates, L.P.
Wilmington, DE 3,358,555 1992 Apr. 1992 27.5 years
West Diamond Street Associates
Philadelphia, PA 1,389,305 1992 May 1992 40 years
Susquehanna Partners
Philadelphia, PA 1,239,926 1992 May 1992 20-40 years
Boston Bay Limited Partnership
Boston, MA 2,369,327 1991 Aug. 1992 27.5 years
Morrant Bay Limited Partnership
Boston, MA 3,187,666 1991 Aug. 1992 27.5 years
Hope Bay Limited Partnership
Boston, MA 973,817 1991 Aug. 1992 27.5 years
Lares Apartments Limited Partnership
Lares, PR 1,539,108 1992 Aug. 1992 40 years
Lajas Apartments Limited Partnership
Lajas, PR 1,657,628 1992 Aug. 1992 40 years
Arlington-Rodeo Properties
Los Angeles, CA 1,768,342 1992 Aug. 1992 27.5 years
Conifer Bateman Associates
Lowville, NY 1,220,277 1990 Aug. 1992 15-27.5 years
Hampden Hall Associates, L.P.
St. Louis, MO 3,144,566 1992 Sep. 1992 27.5 years
Chester Renaissance Associates
Chester, PA 588,947 1992 Sep. 1992 40 years
Homestead Apartments II, LTD.
Homestead, FL 1,566,012 1992 Oct. 1992 40 years
P.S. 157 Associates, L.P.
New York, NY 2,888,070 1992 Nov. 1992 40 years
100
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 2005
Initial Cost to Partnership
----------------------------
Buildings and
Description Encumbrances Land Improvements
- ------------------------------------- ------------ ------------ -------------
Apartment Complexes
Cloisters Limited Partnership II
Philadelphia, PA 0 35,160 0
Creative Choice Homes II, LTD.
Opa-Locka, FL 8,611,521 0 0
Milford Crossing Associates L.P. (**)
Milford, DE 2,426,942 203,006 0
BX-7F Associates, L.P.
Bronx, NY 2,799,344 4 5,705,064
Los Angeles Limited Partnership
Rio Piedras, PR 3,979,260 201,210 0
Christine Apartments, L.P.
Buffalo, NY 1,245,000 10,000 2,351,072
Plainsboro Housing Partners, L.P.
Plainsboro, NJ 4,298,158 800,000 0
Rolling Green Associates, L.P.
Syracuse, NY 12,983,657 180,000 19,583,10
------------ ------------ -------------
$ 90,308,318 $ 5,121,866 $ 80,497,260
============ ============ =============
Cost Capitalized
Subsequent to
Acquisition: Buildings and
Description Improvements Land Improvements Total
- ------------------------------------- ---------------- ------------ ------------- ------------
Apartment Complexes
Cloisters Limited Partnership II
Philadelphia, PA 9,580,526 36,745 9,578,941 9,615,686
Creative Choice Homes II, LTD.
Opa-Locka, FL 21,607,283 574,637 21,032,646 21,607,283
Milford Crossing Associates L.P. (**)
Milford, DE 4,379,672 115,519 4,467,159 4,582,678
BX-7F Associates, L.P.
Bronx, NY 105,901 2,178 5,808,791 5,810,969
Los Angeles Limited Partnership
Rio Piedras, PR 6,688,052 203,384 6,685,877 6,889,261
Christine Apartments, L.P.
Buffalo, NY 261,106 13,174 2,609,006 2,622,180
Plainsboro Housing Partners, L.P.
Plainsboro, NJ 8,851,487 802,174 8,849,313 9,651,487
Rolling Green Associates, L.P.
Syracuse, NY 2,010,454 182,174 21,591,380 21,773,554
------------ ------------ ------------- ------------
$100,046,284 $ 5,692,516 $ 179,972,894 $185,665,410
============ ============ ============= ============
Life on which
Depreciation in
Year of Latest Income
Accumulated Construction/ Date Statement is
Description Depreciation Renovation Acquired Computed*
- ------------------------------------- ------------ ------------- ------------ --------------
Apartment Complexes
Cloisters Limited Partnership II
Philadelphia, PA 2,831,951 1992 Nov. 1992 40 years
Creative Choice Homes II, LTD.
Opa-Locka, FL 6,100,717 1988 Dec. 1992 40 years
Milford Crossing Associates L.P. (**)
Milford, DE 1,992,057 1992 Dec. 1992 27.5 years
BX-7F Associates, L.P.
Bronx, NY 1,764,432 1993 Jan. 1993 40 years
Los Angeles Limited Partnership
Rio Piedras, PR 1,910,602 1994 Apr. 1993 40 years
Christine Apartments, L.P.
Buffalo, NY 1,088,524 1993 June 1993 27.5 years
Plainsboro Housing Partners, L.P.
Plainsboro, NJ 3,153,229 1994 July 1993 27.5 years
Rolling Green Associates, L.P.
Syracuse, NY 9,036,902 1992 Oct. 1993 27.5 years
-----------
$ 65,579,865
============
* Personal property is depreciated over the estimated useful life ranging
from 3 to 10 years.
** During the year ended December 31, 1997, the Partnership sold a parcel of
land for $210,000 to an entity with a member who is also the general
partner of the Partnership.
101
INDEPENDENCE TAX CREDIT PLUS L.P.
AND SUBSIDIARIES
SCHEDULE III
REAL ESTATE AND ACCUMULATED DEPRECIATION
Partnership Property Pledged as Collateral
MARCH 31, 2005
(continued)
Cost of Property and Equipment Accumulated Depreciation
------------------------------------------- -------------------------------------------
Years Ended March 31,
-----------------------------------------------------------------------------------------
2005 2004 2003 2005 2004 2003
------------ ------------- ------------ ------------ ------------- ------------
Balance at beginning of period $183,934,736 $ 183,780,220 $183,379,486 $ 60,170,732 $ 55,076,049 $ 49,421,936
Additions during period:
Improvements 1,840,217 611,266 436,047
Depreciation expense 5,454,743 5,550,233 5,689,426
Deductions during period:
Dispositions (109,543) (456,750) (35,313) (45,610) (455,550) (35,313)
------------ ------------- ------------ ------------ ------------- ------------
Balance at close of period $185,665,410 $ 183,934,736 $183,780,220 $ 65,579,865 $ 60,170,732 $ 55,076,049
============ ============= ============ ============ ============= ============
At the time the Local Partnerships were acquired by Independence Tax Credit Plus
L.P., the entire purchase price paid by Independence Tax Credit Plus L.P. was
pushed down to the local partnerships as property and equipment with an
offsetting credit to capital. Since the projects were in the construction phase
at the time of acquisition, the capital accounts were insignificant at the time
of purchase. Therefore, there are no material differences between the original
cost material differences between the original cost basis for tax and GAAP.