-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PF0YiU7OqO7pBCEzoC3i3+1hUAfA57KCh/q1Rp73DbKH0086yHp/Uv+ee+rn/TS5 hWeAFS5AJoRQHWSKDyU8sg== 0000879555-98-000008.txt : 19980716 0000879555-98-000008.hdr.sgml : 19980716 ACCESSION NUMBER: 0000879555-98-000008 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980715 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BOSTON CAPITAL TAX CREDIT FUND III L P CENTRAL INDEX KEY: 0000879555 STANDARD INDUSTRIAL CLASSIFICATION: OPERATORS OF APARTMENT BUILDINGS [6513] IRS NUMBER: 521749505 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-21718 FILM NUMBER: 98666186 BUSINESS ADDRESS: STREET 1: 313 CONGRESS ST STREET 2: C/O BOSTON CAPITAL PARTNERS INC CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6174390072 MAIL ADDRESS: STREET 1: ONE BOSTON PLACE STREET 2: STE 2100 CITY: BOSTON STATE: MA ZIP: 02108-4406 10-K405 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 1998 or -------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to ----------- ------------ Commission file number 0-21718 -------------- Boston Capital Tax Credit Fund III L.P. - ----------------------------------------------------------------- - ----- (Exact name of registrant as specified in its charter) Massachusetts 52-1749505 - --------------------------------- - ----------------------------- (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Boston Place, Suite 2100, Boston, MA 02108-4406 - -------------------------------------------- - ----------------- (Address of Principal executive offices) (Zip Code) Fund's telephone number, including area code: (617)624-8900 ------------- Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered ------------------- - --------------------- None None -------------------------- - --------------------------- Securities registered pursuant to Section 12(g) of the Act: Beneficial Assignee Certificates ---------------------------------- (Title of Class) Indicate by check mark whether the Fund (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 twelve months (or for such shorter period that the Fund 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 or Regulation S-K ( 229.405 of this chapter) 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. __ |xx| DOCUMENTS INCORPORATED BY REFERENCE ----------------------------------- The following documents of the Fund are incorporated by reference: Form 10-K Parts Document --------- --------- Parts I, III October 7, 1993 Prospectus, as supplemented Parts II, IV Form 8-K dated April 4, 1994 Form 8-K dated April 4, 1994 Form 8-K dated April 7, 1994 Form 8-K dated April 8, 1994 Form 8-K dated April 12, 1994 Form 8-K dated April 14, 1994 Form 8-K dated May 12, 1994 Form 8-K dated May 29, 1994 Form 8-K dated May 31, 1994 Form 8-K dated June 16, 1994 Form 8-K dated June 27, 1994 Form 8-K dated June 27, 1994 Form 8-K dated July 8, 1994 Form 8-K dated September 1, 1994 Form 8-K dated September 12, 1994 Form 8-K dated September 21, 1994 Form 8-K dated October 19, 1994 Form 8-K dated October 25, 1994 Form 8-K dated October 28, 1994 Form 8-K dated November 19, 1994 Form 8-K dated January 12, 1995 BOSTON CAPITAL TAX CREDIT FUND III L.P. Form 10-K ANNUAL REPORT FOR THE YEAR ENDED March 31, 1998 TABLE OF CONTENTS PART I Item 1. Business Item 2. Properties Item 3. Legal Proceedings Item 4. Submission of Matters to a Vote of Security Holders PART II Item 5. Market for the Fund's Limited Partnership Interests and Related Partnership Matters Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure PART III Item 10. Directors and Executive Officers of the Fund Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management Item 13. Certain Relationships and Related Transactions PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K Signatures PART I ------ Item 1. Business Organization - ------------ Boston Capital Tax Credit Fund III L.P. (the "Fund") is a limited partnership formed under the Delaware Revised Uniform Limited Partnership Act as of September 19, 1991. The General Partner of the Fund is Boston Capital Associates III L.P., a Delaware limited partnership. C & M Associates, d/b/a Boston Capital Associates, a Massachusetts general partnership, whose only two partners are Herbert F. Collins and John P. Manning, the principals of Boston Capital Partners, Inc., is the sole general partner of the General Partner. The limited partner of the General Partner is Capital Investment Holdings, a general partnership whose partners are certain officers and employees of Boston Capital Partners, Inc., and its affiliates. The Assignor Limited Partner is BCTC III Assignor Corp., a Delaware corporation which is wholly-owned by Herbert F. Collins and John P. Manning. The Assignor Limited Partner was formed for the purpose of serving in that capacity for the Fund and will not engage in any other business. Units of beneficial interest in the Limited Partnership Interest of the Assignor Limited Partner will be assigned by the Assignor Limited Partner by means of beneficial assignee certificates ("BACs") to investors and investors will be entitled to all the rights and economic benefits of a Limited Partner of the Fund including rights to a percentage of the income, gains, losses, deductions, credits and distributions of the Fund. A Registration Statement on Form S-11 and the related prospectus, as supplemented (the "Prospectus") was filed with the Securities and Exchange Commission and became effective January 24, 1992 in connection with a public offering ("Offering") in one or more series of a minimum of 250,000 BACs and a maximum of 20,000,000 BACs at $10 per BAC. On September 4, 1993 the Fund filed an amendment to Form S-11 with the Securities and Exchange Commission which registered an additional 2,000,000 BACs at $10 per BAC for sale to the public in one or more series. The registration for additional BACs became effective on October 6, 1993. As of March 31, 1998, subscriptions had been received and accepted by the General Partner in Series 15, 16, 17, 18 and 19 for 21,996,102 BACs, representing capital contributions of $219,961,020. The Fund issued the last BACs in Series 19 on December 17, 1993. This concluded the Public Offering of the Fund. The Offering, including information regarding the issuance of BACs in series, is described on pages 84 to 87 of the Prospectus, as supplemented, under the caption "The Offering", which is incorporated herein by reference. Description of Business - ----------------------- The Fund's principal business is to invest as a limited partner in other limited partnerships (the "Operating Partnerships") each of which 1 will own or lease and will operate an Apartment Complex exclusively or partially for low- and moderate-income tenants. Each Operating Partnership in which the Fund will invest will own Apartment Complexes which are completed, newly-constructed, under construction or rehabilitation, or to-be constructed or rehabilitated, and which are expected to receive Government Assistance. Each Apartment Complex is expected to qualify for the low-income housing tax credit under Section 42 of the Code (the "Federal Housing Tax Credit"), thereby providing tax benefits over a period of ten to twelve years in the form of tax credits which investors may use to offset income, subject to certain strict limitations, from other sources. Certain Apartment Complexes may also qualify for the historic rehabilitation tax credit under Section 48 of the Code (the "Rehabilitation Tax Credit"). The Federal Housing Tax Credit and the Government Assistance programs are described on pages 37 to 51 of the Prospectus, as supplemented, under the captions "Tax Credit Programs" and "Government Assistance Programs," which is incorporated herein by reference. Section 236 (f) (ii) of the National Housing Act, as amended, in Section 101 of the Housing and Urban Development Act of 1965, as amended, each provide for the making by HUD of rent supplement payments to low income tenants in properties which receive other forms of federal assistance such as Tax Credits. The payments for each tenant, which are made directly to the owner of their property, generally are in such amounts as to enable the tenant to pay rent equal to 30% of the adjusted family income. Some of the Apartment Complexes in which the Partnership has invested are receiving such rent supplements from HUD. HUD has been in the process of converting rent supplement assistance to assistance paid not to the owner of the Apartment Complex, but directly to the individuals. At this time, the Partnership is unable to predict whether Congress will continue rent supplement programs payable directly to owners of the Apartment Complex. As of March 31, 1998 the Fund had invested in 68 Operating Partnerships on behalf of Series 15, 64 Operating Partnerships on behalf of Series 16, 49 Operating Partnerships on behalf of Series 17, 34 Operating Partnerships on behalf of Series 18 and 26 Operating Partnerships on behalf of Series 19. A description of these Operating Partnerships is set forth in Item 2 herein. The business objectives of the Fund are to: (1) provide current tax benefits to Investors in the form of Federal Housing Tax Credits and in limited instances, a small amount of Rehabilitation Tax Credits, which an Investor may apply, subject to certain strict limitations, against the investor's federal income tax liability from active, portfolio and passive income; (2) provide tax benefits in the form of passive losses which an Investor may apply to offset his passive income (if any); and (3) preserve and protect the Fund's capital and provide capital appreciation and cash distributions through increases in value of the Fund's investments and, to the extent applicable, equity buildup through periodic payments on the mortgage indebtedness with respect to the Apartment Complexes. 2 The business objectives and investment policies of the Fund are described more fully on pages 30 to 37 of the Prospectus, as supplemented, under the caption "Investment Objectives and Acquisition Policies," which is incorporated herein by reference. Employees - --------- The Fund does not have any employees. Services are performed by the General Partner and its affiliates and agents retained by them. Item 2. Properties The Fund has acquired a Limited Partnership interest in 241 Operating Partnerships in five series, identified in the table set forth below. In each instance the Apartment Complex owned by the applicable Operating Partnership is eligible for the Federal Housing Tax Credit. Occupancy of a unit in each Apartment Complex which initially complied with the Minimum Set-Aside Test (i.e., occupancy by tenants with incomes equal to no more than a certain percentage of area median income) and the Rent Restriction Test (i.e., gross rent charged tenants does not exceed 30% of the applicable income standards) is referred to hereinafter as "Qualified Occupancy." Each of the Operating Partnerships and each of the respective Apartment Complexes are described more fully in the Prospectus or applicable Report on Form 8-K. The General Partner believes that there is adequate casualty insurance on the properties. Please refer to Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" for a more detailed discussion of operational difficulties experienced by certain of the Operating Partnerships. 3 Boston Capital Tax Credit Fund III L.P. - Series 15 PROPERTY PROFILES AS OF March 31, 1998 Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- April Gardens Las Piedras, Apts. III PR 32 $1,470,532 9/92 5/93 100% $ 279,823 Autumwood Keysville, Heights VA 40 1,348,908 8/92 1/93 100% 256,700 Barton Village Arlington, Apartments GA 18 511,252 10/92 3/93 100% 101,154 Bergen Bergen, Meadows NY 24 1,021,398 7/92 7/92 100% 199,420 Bridlewood Horse Cave, Terrace KY 24 792,631 1/94 1/95 100% 167,679 Brunswick Lawrenceville, Commons VA 24 826,669 3/92 9/92 100% 152,282 Buena Vista Apartments, Union, Phase II SC 44 1,456,325 3/92 1/92 100% 281,000 Calexico Calexico, Senior Apts. CA 38 1,925,949 9/92 9/92 100% 366,220 Chestnut Altoona, Hills Estates AL 24 744,304 9/92 9/92 100% 146,500 Columbia Camden, Heights Apts. AR 32 1,297,011 10/92 9/93 100% 247,599 Coral Ridge Coralville, Apartments IA 102 2,605,764 3/92 11/92 100% 2,257,827 Country Meadows Sioux Falls, II, III, IV SD 55 1,348,385 5/92 9/92 100% 1,220,825 Curwensville Curwensville, House Apts. PA 28 1,217,911 9/92 7/93 100% 262,000 Deerfield Crewe, Commons VA 39 1,231,999 4/92 6/92 100% 242,430 4 Boston Capital Tax Credit Fund III L.P. - Series 15 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- East Park Dilworth, Apts. I MN 24 $ 499,433 6/94 1/94 100% $ 406,100 Edgewood Apts. Munfordville, KY 24 789,035 6/92 8/92 100% 156,763 Golden Age Oak Grove, Apts. MO 17 405,084 4/92 11/91 100% 84,410 Graham Graham, Village Apts. NC 50 1,332,451 10/94 6/95 100% 919,461 Greentree Utica, Apts. OH 24 686,246 4/94 10/75 100% 64,069 Greenwood Fort Gaines, Village GA 24 676,781 8/92 5/93 100% 131,268 Hadley's Lake East Machias Apts. ME 18 1,041,877 9/92 1/93 100% 291,400 Hammond Westernport, Heights Apts. MD 35 1,491,709 7/92 2/93 100% 327,944 Harrisonville Harrisonville, Properties II MO 24 609,280 3/92 11/91 100% 144,004 Harvest Point Madison, Apts. SD 30 1,202,188 3/95 12/94 100% 268,760 Hearthside II Portage, MI 60 1,965,350 4/92 11/92 100% 1,153,620 5 Boston Capital Tax Credit Fund III L.P. - Series 15 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Heron's Lake Placid, Landing I FL 37 $1,207,737 10/92 10/92 100% $ 255,339 Hidden W. Pittsburg, Cove CA 88 2,811,177 2/94 8/88 100% 200,000 Higginsville Higginsville, Estates MO 24 628,694 3/92 3/91 100% 146,111 Kearney Kearney, Estates MO 24 635,541 5/92 1/92 100% 138,103 Lakeside Lake Village Apts. AR 32 1,221,983 8/94 8/95 100% 282,004 Lake View Lake View, Green Apts. SC 24 889,507 3/92 7/92 100% 183,603 Laurelwood Apartments, Winnsboro, Phase II SC 32 1,070,660 3/92 2/92 100% 229,986 Lebanon Properties Lebanon, III MO 24 633,468 3/92 2/92 100% 152,171 Lebanon Spring Grove, Village II VA 24 927,067 8/92 2/93 100% 169,000 Lilac Apts. Leitchfield, KY 24 729,867 6/92 7/92 100% 148,015 Livingston Livingston, Plaza TX 24 677,893 12/92 11/93 100% 176,534 6 Boston Capital Tax Credit Fund III L.P. - Series 15 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Manning Manning, Lane Apts. SC 42 $1,474,883 8/92 3/93 100% $ 296,436 Marshall Marshallville, Lane Apts. GA 18 554,797 8/92 12/92 100% 114,200 Maryville Maryville, Properties MO 24 719,677 5/92 3/92 100% 156,636 Meadow Grantsville, View Apts. MD 36 1,489,870 5/92 2/93 100% 291,322 Millbrook Sanford, Commons ME 16 923,043 6/92 11/92 100% 227,100 Monark Van Buren & Barling, Homes AR 10 327,340 6/94 3/94 100% 239,800 North Prairie Plainwell, Manor Apts. MI 28 883,203 9/92 5/93 100% 206,820 North Trail Arkansas City, Apts. KS 24 829,304 9/94 12/94 100% 194,118 Oakwood Century, Village FL 39 1,110,433 5/92 5/92 100% 249,374 Osceola Osceola, Estates Apts.IA 24 677,260 5/92 5/92 100% 161,325 Payson Senior Payson, Center Apts. AZ 39 1,489,891 8/92 8/92 100% 365,755 Rainier Mt. Rainier, Manor Apts. MD 104 2,690,165 4/92 1/93 100% 1,095,382 Ridgeview Brainerd, Apartments MN 24 863,431 3/92 1/92 100% 165,434 7 Boston Capital Tax Credit Fund III L.P. - Series 15 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - - - ----------------------------------------------------------------- - --------- Rio Mimbres Deming, II Apartments NM 24 $ 775,086 4/92 4/92 100% $ 149,811 River Chase Wauchula, Apts. FL 47 1,479,940 8/92 10/92 100% 322,944 Rolling Brook Algonac, III Apts. MI 26 828,540 6/92 11/92 100% 185,632 School St. Marshall, Apts.Phase I WI 24 765,937 4/92 5/92 100% 666,025 Shenandoah Shenandoah, Village PA 34 1,475,722 8/92 2/93 100% 317,136 Showboat Chesaning, Manor Apts. MI 26 797,461 7/92 2/93 100% 178,084 Spring Creek Derby, II Apts. KS 50 1,252,478 4/92 6/92 100% 1,060,282 Summit Ridge Palmdale, Apartments CA 304 8,934,496 10/92 12/93 100% 5,639,000 Sunset Sq. Scottsboro, Apts. AL 24 741,950 9/92 8/92 100% 143,900 Taylor Mill Hodgenville, Apartments KY 24 769,646 4/92 5/92 100% 173,606 Timmons Lynchburg, Village Apts. SC 18 623,526 5/92 7/92 100% 122,450 University Detroit, Meadows MI 53 1,945,327 6/92 12/92 100% 1,676,750 Valatie Valatie, Woods NY 32 1,380,952 6/92 4/92 100% 277,600 8 Boston Capital Tax Credit Fund III L.P. - Series 15 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Village Healdton, Woods OK 24 $ 705,236 8/94 12/94 100% $ 173,616 Urb. Corales Villas de Hatillo, Del Mar PR 32 1,467,376 8/92 8/92 100% 307,200 Virgen del Pozo Garden Sabana Grande, Apts. PR 70 3,339,391 8/92 7/93 100% 772,550 Weedpatch Weedpatch, Country Apts. CA 36 1,977,464 1/94 9/94 100% 461,197 Whitewater Ideal, Village Apts. GA 18 527,672 8/92 11/92 100% 108,000 Wood Park Arcadia, Pointe FL 36 1,171,161 6/92 5/92 100% 243,672 9 Boston Capital Tax Credit Fund III L.P. - Series 16 PROPERTY PROFILES AS OF March 31, 1998 Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- 1413 Leavenworth Omaha, Apts. NE 60 $1,573,550 12/92 3/93 100% $1,287,526 Abbey Nixa, Orchards Apts. MO 48 1,531,290 3/94 6/94 100% 1,163,875 Abbey Orchards Nixa, Apts.II MO 56 1,106,299 8/94 7/94 100% 1,137,750 Bernice Bernice, Villa Apts. LA 32 961,430 5/93 10/93 100% 200,476 Branch River Wakefield, Commons Apts. NH 24 1,265,082 9/92 2/93 100% 246,105 Brunswick Lawrenceville, Manor Apts. VA 40 1,421,154 2/94 7/94 100% 278,519 Canterfield Denmark, Manor SC 20 769,742 11/92 1/93 100% 175,959 Cape Ann YMCA Gloucester, Community Ctr. MA 23 615,521 1/93 12/93 100% 693,132 Carriage Westville, Park Village OK 24 721,771 2/93 7/93 100% 144,714 Cedar Brown City, Trace Apts. MI 16 505,775 10/92 7/93 100% 102,500 Cielo Azul Aztec, Apts. NM 30 1,018,990 5/93 5/93 100% 389,749 Clymer Clymer, Park Apts. PA 32 1,444,636 12/92 11/94 100% 317,428 10 Boston Capital Tax Credit Fund III L.P. - Series 16 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Crystal Davenport, Ridge Apts. IA 126 $3,103,590 10/93 2/94 100% $ 3,032,972 Cumberland Middlesboro, Woods Apts. KY 40 1,454,417 12/93 10/94 100% 412,700 Deer Run Warrenton, Apts. NC 31 710,946 8/93 3/93 100% 572,200 Derry Round Borough of Derry, House Court PA 26 1,134,690 2/93 2/93 100% 248,019 Fairmeadow Latta, Apts. SC 24 885,753 1/93 7/93 100% 195,400 Falcon Beattyville, Ridge Apts. KY 32 1,049,182 4/94 1/95 100% 247,200 Forest Butler, Pointe Apts. GA 25 755,346 12/92 9/93 100% 162,397 Gibson Gibson, Manor Apts. NC 24 910,256 12/92 6/93 100% 161,412 Greenfield Greenfield, Properties MO 20 533,849 1/93 5/93 100% 126,046 Greenwood Mt. Pleasant, Apts. PA 36 1,478,650 11/93 10/93 97% 352,000 Harmony Galax, House Apts. VA 40 1,477,187 11/92 7/93 100% 285,588 Haynes House Roxbury, Apartments MA 131 3,425,071 8/94 9/95 100% 1,955,670 Holly Tree Holly Hill, Manor SC 24 887,097 11/92 2/93 100% 201,490 Isola Square Isola, Apartments MS 32 972,440 11/93 4/94 100% 246,722 11 Boston Capital Tax Credit Fund III L.P. - Series 16 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Joiner Joiner, Manor AR 25 $ 820,643 1/93 6/93 100% $149,670 Landview Bentonia, Manor MS 28 842,072 7/93 2/94 100% 190,109 Laurel Idabel, Ridge Apts. OK 52 1,389,051 4/93 12/93 100% 282,606 Lawtell Lawtell, Manor Apts. LA 32 930,662 4/93 8/93 100% 202,603 Logan Ridgeland, Lane Apts SC 36 1,301,408 9/92 3/93 100% 274,750 Mariner's Milwaukee, Pointe Apts WI 64 2,003,521 12/92 8/93 100% 1,684,121 Mariner's Pointe Milwaukee, Apts. II WI 52 1,961,491 12/92 8/93 100% 1,676,219 Meadows of Southgate, Southgate MI 83 2,323,073 7/93 5/94 100% 1,716,000 Mendota Mendota, Village Apts.CA 44 1,982,426 12/92 5/93 100% 438,300 Mid City Jersey City, Apts. NJ 58 3,102,095 9/93 6/94 100% 3,097,210 Newport Elderly Newport, Apts. VT 24 1,252,686 2/93 10/93 100% 221,626 Newport Newport, Manor Apts. TN 30 960,136 9/93 12/93 100% 204,863 Oak Forest Eastman, Apts. GA 41 1,183,172 12/92 10/93 100% 251,269 12 Boston Capital Tax Credit Fund III L.P. - Series 16 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Parkwoods Anson, Apts. ME 24 $1,285,580 12/92 9/93 100% $ 320,206 Plantation Tchula, Manor MS 28 836,162 7/93 12/93 100% 195,030 Ransom St. Blowing Rock, Apartments NC 13 588,602 12/93 11/94 100% 104,197 Riviera Miami Beach, Apts. FL 56 1,711,123 12/92 12/93 100% 1,442,978 Sable Chase McDonough, of McDonough GA 222 5,145,068 12/93 12/94 100% 5,618,968 Simmesport Simmesport, Square Apts. LA 32 951,657 4/93 6/93 100% 198,500 St. Croix Woodville, Commons Apts. WI 40 1,113,590 10/94 12/94 60% 534,847 St. Joseph St. Joseph, Square Apts. LA 32 961,599 5/93 9/93 100% 206,086 Summersville Summersville, Estates MO 24 623,008 5/93 6/93 100% 157,976 Stony Ground St. Croix, Villas VI 22 1,436,698 12/92 6/93 100% 358,414 Talbot Talbotton, Village II GA 24 682,948 8/92 4/93 100% 129,683 Tan Yard Branch Blairsville, Apts. I GA 24 757,454 12/92 9/94 100% 151,154 Tan Yard Branch Blairsville, Apts. II GA 25 741,436 12/92 7/94 100% 144,304 13 Boston Capital Tax Credit Fund III L.P. - Series 16 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- The Fitzgerald Plattsmouth, Building NE 20 $ 697,900 12/93 12/93 100% $ 924,780 The Woodlands Tupper Lake, NY 18 929,570 9/94 2/95 100% 214,045 Tuolumne City Tuolumne, Senior Apts. CA 30 1,606,725 12/92 8/93 100% 376,535 Turtle Monticello, Creek Apts. AR 27 852,336 5/93 10/93 100% 185,392 Valley View Palatine Bridge, Apartments NY 32 1,433,708 5/94 5/94 100% 326,870 Victoria North Port, Pointe Apts. FL 42 1,447,234 10/94 1/95 100% 338,058 Vista Linda Sabana Grande, Apartments PR 50 2,509,415 1/93 12/93 100% 435,530 West End Union, Manor SC 28 993,128 5/93 5/93 100% 231,741 Westchester Village Oak Grove, of Oak Grove MO 33 1,217,182 12/92 4/93 100% 889,700 Westchester Village of St. Joseph, St. Joseph MO 60 1,632,404 7/93 6/93 100% 1,316,500 Willcox Willcox, Senior Apts. AZ 30 1,106,534 1/93 6/93 100% 268,747 Woods Damascus, Landing Apts.VA 40 1,473,132 12/92 9/93 100% 286,171 14 Boston Capital Tax Credit Fund III L.P. - Series 17 PROPERTY PROFILES AS OF March 31, 1998 Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Annadale Fresno, Apartments CA 222 $4,577,617 1/96 6/90 100% $ - -0- Artesia Artesia, Properties NM 40 1,423,532 9/94 9/94 100% 399,464 Aspen Ridge Omaha, Apts. NE 42 873,002 9/93 11/93 100% 809,750 Briarwood Clio, Apartments SC 24 917,416 12/93 8/94 100% 211,133 Briarwood Apartments DeKalb, of DeKalb IL 48 1,556,606 10/93 6/94 100% 1,041,834 Briarwood Buena Vista, Village GA 38 1,133,273 10/93 5/94 100% 252,700 Brookwood Blue Springs, Village MO 72 2,314,685 12/93 12/94 100% 1,629,100 Cairo Senior Cairo, Housing NY 24 1,073,827 5/93 4/93 100% 201,711 Caney Creek Caneyville, Apts. KY 16 479,633 5/93 4/93 100% 118,800 Central Cambridge, House MA 128 2,561,302 4/93 12/93 100% 2,498,109 Clinton Clinton, Estates MO 24 740,556 12/94 12/94 100% 162,717 Cloverport Cloverport, Apts. KY 24 758,953 4/93 7/93 100% 174,575 College Greene Chili, Senior Apts. NY 110 2,781,020 3/95 8/95 100% 232,545 15 Boston Capital Tax Credit Fund III L.P. - Series 17 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Crofton Crofton, Manor Apts. KY 24 $ 807,528 4/93 3/93 100% $ 168,420 Deerwood Adrian, Village Apts.GA 20 638,923 2/94 7/94 100% 160,900 Doyle Darien, Village GA 38 1,173,713 9/93 4/94 100% 235,509 Fuera Bush Senior Fuera Bush, Housing NY 24 1,103,720 7/93 5/93 100% 189,364 Gallaway Gallaway, Manor Apts. TN 36 1,059,860 4/93 5/93 100% 221,432 Glenridge Bullhead City, Apartments AZ 52 2,051,802 6/94 6/94 100% 520,500 Green Acres West Bath, Estates ME 48 1,216,346 1/95 11/94 100% 135,849 Green Court Mt. Vernon, Apartments NY 76 2,305,194 11/94 11/94 84% 964,813 Henson Fort Washington, Creek Manor MD 105 4,008,753 5/93 4/94 100% 2,980,421 Hickman Manor Hickman, Apts. II KY 16 541,610 11/93 12/93 100% 134,094 Hill Bladenboro, Estates, II NC 24 1,018,663 3/95 7/95 100% 132,300 Houston Alamo, Village GA 24 673,690 12/93 5/94 100% 169,418 Isola Greenwood, Square Apts. MS 36 1,063,598 11/93 8/94 100% 304,556 16 Boston Capital Tax Credit Fund III L.P. - Series 17 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Ivywood Smyrna, Park Apts. GA 106 $3,051,181 6/93 10/93 100% $2,093,847 Jonestown Jonestown, Manor Apts. MS 28 869,905 12/93 12/94 100% 243,605 Largo Ctr. Largo, Apartments MD 100 3,862,987 3/93 6/94 100% 2,753,475 Laurel Naples, Ridge Apts. FL 78 2,952,184 2/94 12/94 100% 1,788,844 Lee Terrace Pennington Gap, Apartments VA 40 1,492,281 2/94 12/94 100% 288,268 Maplewood Union City, Park Apts. GA 110 3,549,760 4/94 7/95 100% 1,416,091 Oakwood Manor of Bennettsville, Bennettsville SC 24 880,315 9/93 12/93 100% 189,200 Opelousas Opelousas, Point Apts. LA 44 1,394,818 11/93 3/94 100% 439,277 Orchard Beaumont, Park CA 144 3,919,367 1/94 5/89 100% 250,000 Palmetto Palmetto, Villas FL 49 1,615,004 5/94 4/94 100% 421,795 Park Lehigh Acres, Place FL 36 1,180,200 2/94 5/94 100% 283,687 Pinehurst Farwell, Senior Apts. MI 24 811,185 2/94 2/94 100% 183,176 Quail Reedsville, Village GA 31 884,336 9/93 2/94 100% 171,855 Royale Glen Muskegon, Townhomes MI 79 3,686,381 12/93 12/94 100% 909,231 17 Boston Capital Tax Credit Fund III L.P. - Series 17 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Seabreeze Inglis, Manor FL 37 $1,237,696 3/94 1/95 100% $ 294,387 Soledad Soledad, Senior Apts. CA 40 1,962,504 10/93 1/94 100% 407,894 Stratford Midland, Place MI 53 978,259 9/93 6/94 100% 892,915 Summit Palmdale, Ridge Apt. CA 304 8,934,496 12/93 12/93 100% 5,191,039 Villa West Topeka, V Apartments KS 52 1,239,879 2/93 10/92 100% 902,700 Waynesburg Waynesburg, House Apts. PA 34 1,500,200 7/94 12/95 100% 501,140 West Front Skowhegan, Residence ME 30 1,708,870 9/94 8/94 100% 487,390 West Oaks Raleigh, Apartments NC 50 1,201,077 6/93 7/93 100% 811,994 White White Castle, Castle Manor LA 24 778,284 6/94 5/94 100% 198,684 18 Boston Capital Tax Credit Fund III L.P. - Series 18 PROPERTY PROFILES AS OF March 31, 1998 Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Arch Boston, Apartments MA 75 $2,612,884 4/94 12/94 100% $3,017,845 Bear Creek Naples, Apartments FL 118 4,920,780 3/94 4/95 100% 3,586,687 Briarwood Humbolt, Apartments IA 20 710,499 8/94 4/95 100% 162,536 California San Joaquin, Apartments CA 42 1,835,545 3/94 12/94 100% 519,100 Chatham Chatham, Manor NY 32 1,428,426 1/94 12/93 100% 296,860 Chelsea Sq. Chelsea, Apartments MA 6 301,393 8/94 12/94 100% 451,929 Clarke Newport, School RI 56 2,553,154 12/94 12/94 100% 1,804,536 Cox Creek Ellijay, Apartments GA 25 826,339 1/94 1/95 100% 214,824 Evergreen Macedon, Hills Apts. NY 72 2,819,733 8/94 1/95 100% 1,464,564 Glen Place Duluth, Apartments MN 35 1,235,919 4/94 6/94 100% 1,328,621 Harris Music West Palm Beach, Building FL 38 1,329,732 6/94 11/95 100% 749,953 Kristine Bakersfield, Apartments CA 60 1,357,598 10/94 10/94 100% 1,636,293 Lakeview Battle Creek, Meadows II MI 60 1,631,579 8/93 5/94 100% 1,029,000 19 Boston Capital Tax Credit Fund III L.P. - Series 18 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Lathrop Lathrop, Properties MO 24 $ 744,307 4/94 5/94 100% $ 171,579 Leesville Leesville, Elderly Apts.LA 54 1,255,777 6/94 6/94 100% 776,500 Lockport Lockport, Seniors Apts.LA 40 985,098 7/94 9/94 100% 595,439 Maple Leaf Franklinville, Apartments NY 24 1,105,876 8/94 12/94 100% 296,587 Maple Aurora, Terrace NY 32 1,416,725 9/93 9/93 100% 279,988 Marengo Marengo, Park Apts. IA 24 733,421 10/93 3/94 100% 133,552 Meadowbrook Oskaloosa, Apartments IA 16 484,154 11/93 9/94 100% 96,908 Meadows Show Low, Apartments AZ 40 1,494,891 3/94 5/94 100% 420,302 Natchitoches Senior Natchitoches, Apartments LA 40 962,038 6/94 12/94 100% 644,175 Newton Newton, Plaza Apts. IA 24 811,403 11/93 9/94 100% 166,441 Oakhaven Ripley, Apartments MS 24 504,829 1/94 7/94 100% 116,860 Parvin's Branch Vineland, Townhouses NJ 24 855,899 8/93 11/93 100% 761,856 20 Boston Capital Tax Credit Fund III L.P. - Series 18 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Peach Tree Felton, Apartments DE 32 $1,488,901 1/94 7/93 100% $ 206,100 Pepperton Jackson, Villas GA 29 866,522 1/94 6/94 100% 222,762 Prestonwood Bentonville, Apartments AR 62 1,207,101 12/93 12/94 100% 1,067,200 Richmond Richmond, Manor MO 36 1,034,866 6/94 6/94 100% 231,593 Rio Grande Eagle Pass, Apartments TX 100 2,277,660 6/94 5/94 100% 666,840 Troy Troy, Estates MO 24 698,219 12/93 1/94 100% 159,007 Vista Loma Bullhead City, Apartments AZ 41 1,609,548 5/94 9/94 100% 465,650 Vivian Vivian, Seniors Apts. LA 40 998,036 7/94 9/94 100% 625,691 Westminster Meadow Grand Rapids, Apartments MI 64 2,099,908 12/93 11/94 100% 1,378,000 21 Boston Capital Tax Credit Fund III L.P. - Series 19 PROPERTY PROFILES AS OF March 31, 1998 Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Callaway Holt's Summit, Villa MO 48 $1,294,714 6/94 12/94 100% $ 1,181,010 Carrollton Carrollton, Villa MO 48 1,289,993 6/94 3/95 100% 1,121,758 Clarke Newport, School RI 56 2,553,154 12/94 12/94 100% 1,153,719 Coopers Irving, Crossing TX 93 3,794,626 6/96 12/95 100% 1,716,000 Delaware Crossing Ankeny, Apartments IA 152 3,702,186 8/94 3/95 100% 3,337,884 Garden Gate Forth Worth, Apartments TX 240 5,839,879 2/94 4/95 100% 3,526,605 Garden Gate Plano, Apartments TX 240 7,325,979 2/94 5/95 100% 3,116,064 Hebbronville Hebbronville, Senior TX 20 520,486 12/93 4/94 100% 82,592 Jefferson Denver, Square CO 64 2,547,818 5/94 8/95 100% 1,705,351 Jenny Lynn Morgantown, Apts. KY 24 806,172 1/94 9/94 100% 182,800 Lone Star Lone Star, Senior TX 24 615,597 12/93 5/94 100% 138,740 Mansura Villa II Mansura, Apartments LA 32 967,493 5/94 8/95 100% 227,910 Maplewood Union City, Park Apts. GA 110 3,549,760 4/94 7/95 100% 1,416,091 Martindale Martindale, Apts. TX 24 684,833 12/93 1/94 100% 154,790 22 Boston Capital Tax Credit Fund III L.P. - Series 19 PROPERTY PROFILES AS OF March 31, 1998 Continued - --------- Mortgage Cap Con Balance Qualified paid Property As of Acq. Const Occupancy thru Name Location Units 12/31/97 Date Comp. 3/31/98 3/31/98 - ----------------------------------------------------------------- - ---------- Munford Munford, Village AL 24 $ 764,418 10/93 4/94 100% $ 165,800 Northpoint Kansas City, Commons MO 158 4,751,980 7/94 6/95 100% 2,124,024 Poplar Madison, Ridge Apts. VA 16 664,872 12/93 10/94 100% 124,704 Prospect Villa III Hollister, Apartments CA 30 1,743,304 3/95 5/95 100% 499,104 Sahale Heights Elizabethtown, Apts. KY 24 858,298 1/94 6/94 100% 238,600 Seville Forest Village, Apartments OH 24 665,237 3/94 3/78 100% 47,780 Sherwood Rainsville, Knoll AL 24 781,126 10/93 4/94 100% 162,500 Summerset Swainsboro, Apartments GA 30 960,190 1/94 11/95 100% 223,029 Tanglewood Lawrenceville, Apartments GA 130 4,251,341 11/93 12/94 100% 3,020,840 Village Independence, North I KS 24 858,246 6/94 12/94 100% 190,471 Vistas at Largo, Lake Largo MD 110 3,286,144 12/93 1/95 100% 2,833,420 Wedgewood Lane Cedar City, Apartments UT 24 1,002,164 6/94 9/94 100% 262,800 23 Item 3. Legal Proceedings None. Item 4. Submission of Matters to a Vote of Security Holders None. 24 PART II ------- Item 5. Market for the Fund's Interests and Related Fund Matters (a) Market Information The Fund is classified as a limited partnership and thus has no common stock. There is no established public trading market for the BACs and it is not anticipated that any public market will develop. (b) Approximate number of security holders As of March 31, 1998, the Fund has 14,048 BAC holders for an aggregate of 21,996,102 BACs, at a subscription price of $10 per BAC, received and accepted. The BACs were issued in series. Series 15 consists of 2,610 investors holding 3,870,500 BACs, Series 16 consists of 3,678 investors holding 5,429,402 BACs, Series 17 consists of 3,098 investors holding 5,000,000 BACs, Series 18 consists of 2,132 investors holding 3,616,200 BACs, and Series 19 consists of 2,530 investors holding 4,080,000 BACs at March 31, 1998. (c) Dividend history and restriction The Fund has made no distributions of Net Cash Flow to its BAC Holders from its inception, September 19, 1991 through March 31, 1998. The Fund Agreement provides that Profits, Losses and Credits will be allocated each month to the holder of record of a BAC as of the last day of such month. Allocation of Profits, Losses and Credits among BAC Holders will be made in proportion to the number of BACs held by each BAC Holder. Any distributions of Net Cash Flow or Liquidation, Sale or Refinancing Proceeds will be made within 180 days of the end of the annual period to which they relate. Distributions will be made to the holders of record of a BAC as of the last day of each month in the ratio which (i) the BACs held by such Person on the last day of the calendar month bears to (ii) the aggregate number of BACs outstanding on the last day of such month. Fund allocations and distributions are described on page 60 of the Prospectus, as supplemented, under the caption "Sharing Arrangements: Profits, Credits, Losses, Net Cash Flow and Residuals", which is incorporated herein by reference. 25 Item 6. Selected Financial Data The information set forth below presents selected financial data of the Fund for each of the years ended March 31, 1994 through March 31, 1998. Additional detailed financial information is set forth in the audited financial statements listed in Item 14 hereof. Operations - ---------- March 31, March 31, March 31, March 31, March 31, 1998 1997 1996 1995 1994 -------- -------- -------- -------- - -------- Interest & Other Income $ 341,565 $ 555,991 $ 1,034,800 $ 2,200,432 $ 2,380,436 Share of Loss of Operating Partnerships (13,145,436) (15,051,842) (14,435,496) (10,794,203) (4,998,241) Operating Exp. (2,938,230) (3,210,372) (3,313,615) (3,739,460) (2,585,806) ----------- ----------- ---------- ----------- - ---------- Net Loss $(15,742,101)$(17,706,223)$(16,714,311)$(12,333,231)$(5,203,611) =========== =========== ========== =========== ========== Net Loss per BAC $ (.72) $ (.80)$ (.75)$ (.56)$ (.31) =========== =========== ========== =========== ========== As of As of As of As of As of March 31, March 31, March 31, March 31, March 31, 1998 1997 1996 1995 1994 -------- -------- -------- -------- - -------- Balance Sheet - ------------- Total Assets $131,189,787 $145,845,635 $167,285,510 $202,894,304 $215,591,233 =========== =========== =========== =========== =========== Total Liab. $ 11,434,028 $ 10,350,261 $ 14,069,497 $ 33,078,601 $ 33,263,599 Partners' =========== =========== =========== =========== =========== Capital $119,755,759 $135,495,374 $153,216,013 $169,815,703 $182,327,634 =========== =========== =========== =========== =========== Other Data - ---------- Tax Credits per BAC for the Investors Tax Year, the Twelve Months Ended December 31, 1997, 1996, 1995, 1994 and 1993* $ 1.39 $ 1.37 $ 1.26 $ .66 $ .42 =========== =========== =========== =========== ========== * Credit per BAC is a weighted average of all the Series. Since each Series has invested as a limited partner in different Operating Partnerships the Credit per BAC will vary slightly from series to series. For more detailed information refer to Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations. 26 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity - --------- The Fund's primary source of funds is the proceeds of its Public Offering. Other sources of liquidity will include (i) interest earned on capital contributions held pending investment or on working capital reserves and (ii) cash distributions from operations of the Operating Partnerships in which the Fund has and will invest. All sources of liquidity are available to meet the obligations of the Fund. The Fund does not anticipate significant cash distributions in the long or short term from operations of the Operating Partnerships. The Fund is currently accruing the annual fund management fee to enable each series to meet current and future third party obligations. Fund management fees accrued during the year ended March 31, 1998 were $2,123,686, and total fund management fees accrued as of March 31, 1998 were $8,503,618. Pursuant to the Partnership Agreement, such liabilities will be deferred until the Fund receives sale or refinancing proceeds from Operating Partnerships, and at that time proceeds from such sales or refinancing would be used to satisfy such liabilities. The Fund invests in short-term tax-exempt municipal bonds to decrease the amount of taxable interest income that flows through to its investors. The Fund anticipates that the investments it purchases will be available for sale. Many of the investments sold during the years ended March 31, 1996, 1997 and 1998 were yielding coupon rates higher than market rates. A premature sale of these investments may have resulted in realized losses, but when combined with the higher coupon yields the resulting actual yields were consistent with market rates. In selecting investments to purchase and sell the general partner and it's advisors stringently monitor the ratings of the investments and safety of principal. Capital Resources - ----------------- The Fund offered BACs in a Public Offering declared effective by the Securities and Exchange Commission on January 24, 1992. The Fund received and accepted subscriptions for $219,961,020 representing 21,996,102 BACs from investors admitted as BAC Holders in Series 15 through 19 of the Fund. The Fund issued the last BACs in Series 19 on December 17, 1993. This concluded the Public Offering of the Fund. (Series 15). The Fund commenced offering BACs in Series 15 on January 24, 1992. The Fund received and accepted subscriptions for $38,705,000 representing 3,870,500 BACs from investors admitted as BAC Holders in Series 15. Offers and sales of BACs in Series 15 were completed and the last of BACs in Series 15 were issued by the Fund on June 26, 1992. 27 During the fiscal year ended March 31, 1998, the Fund used $145,068 of Series 15 net offering proceeds to pay additional installments of its capital contributions to 3 Operating Partnerships. As of March 31, 1998 proceeds from the offer and sale of BACs in Series 15 had been used to invest in a total of 68 Operating Partnerships in an aggregate amount of $29,390,546, and the Fund had completed payment of all installments of its capital contributions to 65 of the 68 Operating Partnerships. Series 15 has $32,922 in capital contributions that remain to be paid to the other 3 Operating Partnerships. (Series 16). The Fund commenced offering BACs in Series 16 on July 10, 1992. The Fund received and accepted subscriptions for $54,293,000, representing 5,429,402 BACs in Series 16. Offers and sales of BACs in Series 16 were completed and the last of the BACs in Series 16 were issued by the Fund on December 28, 1992. During the fiscal year ended March 31, 1998, the Fund used $9,914 of Series 16 net offering proceeds to pay additional installments of its capital contributions to 2 Operating Partnerships. As of March 31, 1998 the net proceeds from the offer and sale of BACs in Series 16 had been used to invest in a total of 64 Operating Partnerships in an aggregate amount of $40,829,228, and the Fund had completed payment of all installments of its capital contributions to 57 of the 64 Operating Partnerships. Series 16 has $145,311 in capital contributions that remain to be paid to the other 7 Operating Partnerships. (Series 17). The Fund commenced offering BACs in Series 17 on January 24, 1993. The Fund received and accepted subscriptions for $50,000,000 representing 5,000,000 BACs from investors admitted as BAC Holders in Series 17. Offers and sales of BACs in Series 17 were completed and the last of the BACs in Series 17 were issued on June 17, 1993. During the fiscal year ended March 31, 1998, the Fund used $93,935 of Series 17 net offering proceeds to pay additional installments of its capital contributions to 3 Operating Partnerships. As of March 31, 1998 proceeds from the offer and sale of BACs in Series 17 had been used to invest in a total of 49 Operating Partnerships in an aggregate amount of $37,223,407, and the Fund had completed payments of all installments of its capital contributions to 41 of the 49 Operating Partnerships. Series 17 has $1,367,195 in capital contributions that remain to be paid to the other 8 Operating Partnerships. (Series 18). The Fund commenced offering BACs in Series 18 on June 17, 1993. The Fund received and accepted subscriptions for $36,162,000 representing 3,616,200 BACs from investors admitted as BAC Holders in Series 18. Offers and sales of BACs in Series 18 were completed and the last of the BACs in Series 18 were issued on September 22, 1993. 28 During the fiscal year ended March 31, 1998, the Fund used $38,320 of Series 18 net offering proceeds to pay additional installments of its capital contributions to 1 Operating Partnership. As of March 31, 1998 proceeds from the offer and sale of BACs in Series 18 had been used to invest in a total of 34 Operating Partnerships in an aggregate amount of $26,652,205, and the Fund had completed payments of all installments of its capital contributions to 30 of the 34 Operating Partnerships. Series 18 has $717,635 in capital contributions that remain to be paid to the other 4 Operating Partnerships. (Series 19). The Fund commenced offering BACs in Series 19 on October 8, 1993. The Fund received and accepted subscriptions for $40,800,000 representing 4,080,000 BACs from investors admitted as BAC Holders in Series 19. Offers and sales of BACs in Series 19 were completed and the last of the BACs in Series 19 were issued on December 17, 1993. During the fiscal year ended March 31, 1998, the Fund used $147,623 of Series 19 net offering proceeds to pay initial installments of its capital contributions to 4 Operating Partnerships. As of March 31, 1998 proceeds from the offer and sale of BACs in Series 19 had been used to invest in a total of 26 Operating Partnerships in an aggregate amount of $30,164,485, and the Fund had completed payments of all installments of its capital contributions to 23 of the 26 Operating Partnerships. Series 19 has $463,000 in capital contributions that remain to be paid to the other 3 Operating Partnerships. Results of Operations - --------------------- The Fund incurred an annual fund management fee to the General Partner and/or its affiliates in an amount equal to 0.5% of the aggregate cost of the Apartment Complexes owned by the Operating Partnerships, less the amount of certain partnership management and reporting fees paid or payable by the Operating Partnerships. The annual fund management fee incurred for the fiscal years ended March 31, 1998 and 1997 was $2,092,597 and $2,253,062, respectively. The amount is anticipated to continue to decrease in subsequent fiscal years as additional Operating Partnerships begin to pay their annual partnership management and reporting fees to the fund. The Fund's investment objectives do not include receipt of significant cash distributions from the Operating Partnerships in which it has invested or intends to invest. The Fund's investments in Operating Partnerships have been and will be made principally with a view towards realization of Federal Housing Tax Credits for allocation to its partners and BAC holders. (Series 15). As of March 31, 1998 and 1997, the average Qualified Occupancy for the series was 100%. The series had a total of 68 properties at March 31, 1998, all of which were at 100% qualified occupancy. 29 For the tax years ended December 31, 1997 and 1996, the series, in total, generated $3,152,374 and $3,647,435, respectively, in passive income tax losses that were passed through to the investors and also provided $1.47 per year for 1997 and 1996 in tax credits per BAC to the investors. As of March 31, 1998 and 1997 the Investments in Operating Partnerships for Series 15 was $16,246,406, and $18,675,081 respectively. Investments in Operating Partnerships was affected by the way the Fund accounts for its investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. For the years ended December 31, 1997 and 1996 the Operating Partnerships reflected a net income of $732,970 and $468,378, respectively, when adjusted for depreciation which is a non-cash item. California Investors VII Limited Partnership (Summit Ridge Apartments) continues to operate at a deficit due to high operating expenses and a competitive rental market. The Operating Partnership closed on a debt refinancing in the fourth quarter of 1996 which had a material affect on debt service in 1997. The reduction in debt service, slowly improving occupancy and management's efforts to control operating expenses should permit the property to positively cash flow in 1998. During the first quarter of 1998 occupancy for Hidden Cove began to drop slightly and accounts receivable from tenants started to rise. A resulting site visit to the property revealed poor maintenance upkeep by the management company. As a result, the general partner is in the process of hiring a new management company. The Operating General Partner of School Street Limited Partnership I (School Street Apartments Phase I) pledged his general partnership interest in the Operating Partnership as collateral for another loan. As this was a violation of the terms of the partnership agreement, the Operating General Partner was removed and replaced during 1997. In the transition, occupancies suffered and as a result, a leasing agent has been hired by the new Operating General Partner to rent the vacant units. It is anticipated that all units will be fully leased by the end of the third quarter. In addition the general partner hired a new managing agent in the second quarter of 1998, and will be filing refinancing applications with the lender by year end to further improve operations. (Series 16). As of March 31, 1998 and 1997, the average Qualified Occupancy for the series was 99.9% and 99.0%, respectively. The series had a total of 64 properties at March 31, 1998. Out of the total, 63 were at 100% qualified occupancy. For the tax years ended December 31, 1997 and 1996, the series, in total, generated $3,554,840 and $4,236,913, respectively, in passive income tax losses that were passed through to the investors and also provided $1.40 and $1.41 respectively, in tax credits per BAC to the investors. 30 As of March 31, 1998 and 1997 the Investments in Operating Partnerships for Series 16 was $30,777,843 and $33,987,844, respectively. Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. For the years ended December 31, 1997 and 1996 the Operating Partnerships reflected a net income of $1,510,441 and $1,866,459, respectively, when adjusted for depreciation which is a non-cash item. The Operating General Partner of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II (Mariner's Pointe Apartment and Mariners's Pointe Apartments II) pledged his general partner interest to an unaffiliated lending institution in violation of the partnership agreement. As this was a violation of the terms of the partnership agreement, the Operating General Partner and management agent were removed and replaced during 1997. The property operated with deficits during 1997 due to vacancies, uncollected rents and high operating expenses. The new management company has been focusing on reducing the property's operating expenses and reducing vacancies. As a result the property is operating above break-even in the second quarter of 1998 and average occupancy is at 99%. In addition the general partner will be filing refinancing applications with the lender by year-end to further improve operations. (Series 17). As of March 31, 1998 and 1997, the average Qualified Occupancy for the Series was 99.7%. The series had a total of 49 properties at March 31, 1998. Out of the total 48 were at 100% qualified occupancy. For the tax years ended December 31, 1997 and 1996, the series, in total, generated $4,130,583 and $4,183,368, respectively, in passive income tax losses that were passed through to the investors and also provided $1.40 for each year in tax credits per BAC to the investors. As of March 31, 1998 and 1997 the Investments in Operating Partnerships for Series 17 was $27,762,778 and $30,804,793, respectively. Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. For the years ended December 31, 1997 and 1996 the Operating Partnerships reflected a net loss of $1,392,098 and $183,610, respectively, when adjusted for depreciation which is a non-cash item. The current year loss resulted from the operations of an Operating Partnership in which Series 17 only holds a 5.9% interest. Series 17's allocation of the total loss adjusted for its portion of depreciation results in positive operations for 1997. 31 Annadale Housing Partners (Annadale Apartments) has reported net losses due to operational issues associated with the property. Although occupancy has stabilized, economic factors relevant to the marketplace prevent the necessary rental income to be generated to cover the operational expenses. Occupancy is at 93% as of March 31, 1998. California Investors VII Limited Partnership (Summit Ridge Apartments) continues to operate at a deficit due to high operating expenses and a competitive rental market. The Operating Partnership closed on a debt refinancing in the fourth quarter of 1996 which had a material affect on debt service in 1997. The reduction in debt service, slowly improving occupancy and management's efforts to control operating expenses should permit the property to positively cash flow in 1998. The property owned by California Investors VI L.P. (Orchard Park) continues to suffer from physical occupancy issues. Occupancy at March 31, 1998 was at 86%. The occupancy problem appears to be related to the marketplace, but the management agent has replaced the site manager in hopes that changes in personnel will stimulate new interest in the property. Management continues to be aggressive with marketing the property and conducting active outreach. The curb appeal of the property has improved with the capital repairs completed to the property in 1997. (Series 18). As of March 31, 1998 and 1997, the average Qualified Occupancy for the series was 100% and 99.9%, respectively. The series had a total of 34 properties at March 31, 1998 all of which were at 100% qualified occupancy. For the tax years ended December 31, 1997 and 1996, the series, in total, generated $2,880,821 and $3,122,862, respectively, in passive income tax losses that were passed through to the investors and also provided $1.33 per year for 1997 and 1996 in tax credits per BAC to the investors. As of March 31, 1998 and 1997, the Investments in Operating Partnerships for Series 18 was $20,921,603 and $23,513,680, respectively. Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. For the years ended December 31, 1997 and 1996 the Operating Partnerships reflected a net income of $86,263 and $168,510, respectively, when adjusted for depreciation which is a non-cash item. In August 1996 the General Partner was notified that Virginia Avenue Affordable Limited Partnership (Kristine Apartments) was named as defendant in a land encroachment complaint. Initial efforts to settle the complaint were unsuccessful, but recently the parties reached a tentative settlement agreement by which the operating partnership would receive an appropriate quit claim deed and other title related documents confirming the partnership's interest in the disputed property. 32 (Series 19). As of March 31, 1998 and 1997, the average Qualified Occupancy for the series was 100%. The series had a total of 26 properties at March 31, 1998, all of which were at 100% qualified occupancy. For the tax year ended December 31, 1997 and 1996, the series, in total, generated $2,288,770 and $3,660,628, respectively, in passive income tax losses that were passed through to the investors and also provided $1.33 and $1.24, respectively, in tax credits per BAC to the investors. As of March 31, 1998 and 1997 the Investments in Operating Partnerships for Series 19 was $25,323,640 and $27,405,515, respectively. Investments in Operating Partnerships was affected by the way the Fund accounts for such investments, the equity method. By using the equity method the Fund adjusts its investment cost for its share of each Operating Partnership's results of operations and for any distributions received or accrued. For the years ended December 31, 1997 and 1996 the Operating Partnerships reflected a net income of $574,999 and $69,927, respectively, when adjusted for depreciation which is a non-cash item. The main reason for the improved operations was an increase in rental income due to higher occupancies in 1997. Recent Accounting Statements Not Yet Adopted - -------------------------------------------- On March 31, 1997, the fund adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" and SFAS No. 129, "Disclosure of Information about Capital Structure." SFAS No. 128 provides accounting and reporting standards for the amount of earnings per share. SFAS No. 129 requires the disclosure in summary form within the financial statements of pertinent rights and privileges of the various securities outstanding. The implementation of these standards has not materially affected the partnership's financial statements. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." In February 1998, the Financial Accounting Standards Board issued SFAS No. 132, "Employees' Disclosures about Pensions and Other Post-retirement Benefits." SFAS No. 130 is effective for years beginning after December 15, 1997. SFAS No. 131 and No. 132 are effective for years beginning after December 31, 1997 and early adoption is encouraged. The fund does not have any items of other comprehensive income, does not have other segments of its business or when to report, and does not have any pensions or other post-retirement benefits. Consequently, these pronouncements are expected to have no effect on the fund's financial statements. 33 Boston Capital and its management have reviewed the potential computer problems that may arise from the century date change known as the "Year 2000"or "Y2K" problem. We are currently in the process of taking the necessary precautions to minimize any disruptions. The majority of Boston Capital's systems are "Y2K" compliant. For all remaining systems we have contacted the vendors to provide us with the necessary upgrades and replacements. Boston Capital is committed to ensuring that the "Y2K" issue will have no impact on our investors. Item 8. Financial Statements and Supplementary Data The information required by this item is contained in Part IV, Item 14 of this Annual Report on Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. 34 PART III -------- Item 10. Directors and Executive Officers of the Fund (a), (b), (c), (d) and (e) The Fund has no directors or executives officers of its own. The following biographical information is presented for the partners of the General Partners and affiliates of those partners (including Boston Capital Partners, Inc. ("Boston Capital")) with principal responsibility for the Fund's affairs. Herbert F. Collins, age 68, is co-founder and Chairman of the Board of Boston Capital Corporation. Nominated by President Clinton and confirmed by the United States Senate, Mr. Collins served as the Republican private sector member of the Thrift Depositor Protection Oversight Board. During 1990 and 1991 he served as Chairman of the Board of Directors for the Federal Home Loan Bank of Boston, a 314-member, $12 billion central bank in New England. Mr. Collins is the co-founder and past President of the Coalition for Rural Housing and Development. In the 1980s he served as Chairman of the Massachusetts Housing Policy Commission to evaluate current programs and recommend future housing policy. Additionally, he served as a member of the Board of Directors of the Metropolitan Boston Housing Partnership and on the Mitchell- Danforth Task Force, which helped structure the 1990 federal Tax Credit legislation. Mr. Collins also is a past Member of the Board of Directors of the National Leased Housing Association and has served as a member of the U. S. Conference of Mayors Task Force on "HUD and the cities: 1995 and Beyond." Mr. Collins also was a member of the Fannie Mae Housing Impact Advisory Council and the Republican Housing Opportunity Caucus. He is Chairman of the Business Advisory Council and a member of the National Council of State Housing Agencies Tax Credit Commission. Mr. Collins graduated from Harvard College. President Bush appointed him to the President's Advisory Committee on the Arts at the John F. Kennedy Center for the Performing Arts. He is a leader in the civic community, serving on the Boards of Youthbuild Boston, the Pine Inn and I Have a Dream Foundation. John P. Manning, age 50, is co-founder, President and Chief Executive Officer of Boston Capital Partners, Inc., where he is responsible for strategic planning, business development and corporate investor relations. In addition to his responsibilities at Boston Capital, Mr. Manning is a proactive leader in the industry. He served in 1990 as a member of the Mitchell-Danforth Task Force, to review and reform the Low Income Housing Tax Credit. He was the founding President of the Affordable Housing Tax Credit Coalition, is a member of the board of the National Leased Housing Association and sits on the Advisory Board of the publication Housing and Development Reporter. During the 1980s he served as a member of the Massachusetts Housing Policy Committee, as an appointee of the Governor of Massachusetts. In addition, Mr. Manning has testified before the U.S. House Ways and Means Committee and the U.S. Senate Finance Committee, on the critical role of the private sector in the success of the Low Income Housing Tax Credit Program. In 1996, President Clinton appointed him to the President's Advisory Committee 35 on the Arts at the John F. Kennedy Center for the Performing Arts. Mr. Manning also is a leader in the civic community, serving on the Boards of Youthbuild Boston and the Pine Street Inn. Mr. Manning is a graduate of Boston College. Richard J. DeAgazio, age 53, is Executive Vice President of Boston Capital Partners, Inc., and is President of Boston Capital Services, Inc. Mr. DeAgazio serves on the national Board of Governors of the National Association of Securities Dealers (NASD), was the Vice Chairman of the NASD's District 11 Committee, and serves on the NASD's national Business Conduct Committee, the State Liaison Committee and the Direct Participation Program Committee. He is a founder and past President of the National Real Estate Investment Association, past President of the Real Estate Securities and Syndication Institute (Massachusetts Chapter) and the Real Estate Investment Association. Prior to joining Boston Capital in 1981, Mr. DeAgazio was the Senior Vice President and Director of the Brokerage Division of Dresdner Securities (USA), Inc., an international investment banking firm owned by four major European banks, and was a Vice President of Burgess & Leith/Advest. He has been a member of the Boston Stock Exchange since 1967. He is a leader in the community and serves on the Business Leaders Council of the Boston Symphony, Board of Advisors for the Ron Burton Training Village and is on the Board of Corporators of Northeastern University. He graduated from Northeastern University. Christopher W. Collins, age 43, is an Executive Vice President and a principal of Boston Capital Partners, Inc., and is responsible for, among other areas, overseeing the investment portfolio of funds sponsored by Boston Capital and the acquisition of real estate investments on behalf of such funds. Mr. Collins has had extensive experience in real estate development activities, having founded and directed the American Development Group, a comprehensive real estate development firm, and has also had extensive experience in the area of acquiring real estate investments. He is on the Board of Directors of the National Multi-Housing Council and a member of the Massachusetts Housing Finance Agency Multi-Family Advisory Committee. He graduated from the University of New Hampshire. Anthony A. Nickas, age 38, is Chief Financial Officer of Boston Capital Partners, Inc., and serves on the firm's Operating Committee. He has twelve years of experience in the accounting and finance field and has supervised the financial aspects of Boston Capital's project development and property management affiliates. Prior to joining Boston Capital in 1987, he was Assistant Director of Accounting and Financial Reporting for the Yankee Companies, Inc., and was an Audit Supervisor for Wolf & Company of Massachusetts, P.C., a regional certified public accounting firm based in Boston. He graduated with honors from Norwich University. (f) Involvement in certain legal proceedings. None. 36 (g) Promoters and control persons. None. Item 11. Executive Compensation (a), (b), (c), (d) and (e) The Fund has no officers or directors. However, under the terms of the Amended and Restated Agreement and Certificate of Limited Partnership of the Fund, the Fund has paid or accrued obligations to the General Partner and its affiliates for the following fees during the 1998 fiscal year: 1. An annual fund management fee based on .5 percent of the aggregate cost of all Apartment Complexes acquired by the Operating Partnerships has been accrued or paid to Boston Capital Asset Management Limited Partnership (formerly Boston Capital Communications Limited Partnership). The annual fund management fee charged to operations during the year ended March 31, 1998 was $2,092,597. 2. The Fund has reimbursed an affiliate of the General Partner a total of $146,996 for amounts charged to operations during the year ended March 31, 1998. The reimbursement includes, but may not be limited to postage, printing, travel, and overhead allocations. Item 12. Security Ownership of Certain Beneficial Owners and Management (a) Security ownership of certain beneficial owners. As of March 31, 1998, 21,996,102 BACs had been issued. No person is known to own beneficially in excess of 5% of the outstanding BACs in any of the series. (b) Security ownership of management. The General Partner has a 1% interest in all Profits, Losses, Credits and distributions of the Fund. The Fund's response to Item 12(a) is incorporated herein by reference. (c) Changes in control. There exists no arrangement known to the Fund the operation of which may at a subsequent date result in a change in control of the Fund. There is a provision in the Limited Partnership Agreement which allows, under certain circumstances, the ability to change control. 37 Item 13. Certain Relationships and Related Transactions (a) Transactions with management and others. The Fund has no officers or directors. However, under the terms of the public offering, various kinds of compensation and fees are payable to the General Partner and its Affiliates during the organization and operation of the Fund. Additionally, the General Partner will receive distributions from the partnership if there is cash available for distribution or residual proceeds as defined in the Fund Agreement. The amounts and kinds of compensation and fees are described on page 26 of the Prospectus, as supplemented, under the caption "Compensation and Fees", which is incorporated herein by reference. See Note C of Notes to Financial Statements in Item 14 of this Annual Report on Form 10-K for amounts accrued or paid to the General Partner and its affiliates during the period from April 1, 1995 through March 31, 1998. (b) Certain business relationships. The Fund response to Item 13(a) is incorporated herein by reference. (c) Indebtedness of management. None. (d) Transactions with promoters. Not applicable. 38 PART IV ------- Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a) 1 and 2. Financial Statements and Financial Statement Schedules Independent Auditors' Report Balance Sheets, March 31, 1998 and 1997 Statements of Operations for the years ended March 31, 1998, 1997 and 1996. Statements of Changes in Partners' Capital for the years ended March 31, 1998, 1997, and 1996. Statements of Cash Flows for the years ended March 31, 1998, 1997 and 1996. Notes to Financial Statements March 31, 1998, 1997 and 1996 Schedule III - Real Estate and Accumulated Depreciation Notes to Schedule III Schedules not listed are omitted because of the absence of the conditions under which they are required or because the information is included in the financial statements or the notes hereto. (a) 3. Exhibits (listed according to the number assigned in the table in Item 601 of Regulation S-K) Exhibit No. 3 - Organization Documents. a. Certificate of Limited Partnership of Boston Capital Tax Credit Fund III L.P. (Incorporated by reference from Exhibit 3 to the Fund's Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.) Exhibit No. 4 - Instruments defining the rights of security holders, including indentures. a. Agreement of Limited Partnership of Boston Capital Tax Credit Fund III L.P. (Incorporated by reference from Exhibit 4 to the Fund's Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.) 39 Exhibit No. 10 - Material contracts. a. Beneficial Assignee Certificate. (Incorporated by reference from Exhibit 10A to the Fund's Registration Statement No. 33-42999 on Form S-11 as filed with the Securities and Exchange Commission on September 26, 1991.) Exhibit No. 28 - Additional exhibits. a. Agreement of Limited Partnership of Branson Christian County (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 4, 1994). b. Agreement of Limited Partnership of Peachtree L.P. (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 4, 1994). c. Agreement of Limited Partnership of Cass Partners, L.P. (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 7, 1994). d. Agreement of Limited Partnership of Sable Chase of McDonough L.P. (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 8, 1994). e. Agreement of Limited Partnership of Ponderosa Meadows Limited Partnership (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 12, 1994). f. Agreement of Limited Partnership of Hackley-Barclay LDHA (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on April 14, 1994). g. Agreement of Limited Partnership of Sugarwood Park (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on May 12, 1994). h. Agreement of Limited Partnership of West End Manor of Union Limited Partnership (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on May 29, 1994). i. Agreement of Limited Partnership of Vista Loma (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on May 31, 1994). 40 j. Agreement of Limited Partnership of Palmetto Properties (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on June 16, 1994). k. Agreement of Limited Partnership of Jefferson Square (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 1994). l. Agreement of Limited Partnership of Holts Summit Square (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on June 27, 1994). m. Agreement of Limited Partnership of Harris Housing (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on July 8, 1994). n. Agreement of Limited Partnership of Branson Christian County II (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on September 1, 1994). o. Agreement of Limited Partnership of Chelsea Square (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on September 12, 1994). p. Agreement of Limited Partnership of Palatine Limited Partnership (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on September 21, 1994). q. Agreement of Limited Partnership of Mansura Villa II Limited Partnership (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on October 19, 1994). r. Agreement of Limited Partnership of Haynes House Associates II Limited Partnership (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on October 25, 1994). s. Agreement of Limited Partnership of Skowhegan Limited Partnership (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on October 28, 1994). t. Agreement of Limited Partnership of Mt. Vernon Associates, L.P. (Incorporated by reference from Registrant's current report on F rm 8-K as filed with the Securities and Exchange Commission on November 19, 1994). 41 u. Agreement of Limited Partnership of Clinton Estates, L.P. (Incorporated by reference from Registrant's current report on Form 8-K as filed with the Securities and Exchange Commission on February 1, 1995.) (b) Reports on Form 8-K ------------------- Report on Form 8-K dated April 4, 1994, concerning the Partnership's investment in Branson Christian County, L.P. filed with the commission on April 4, 1994. Report on Form 8-K dated April 4, 1994, concerning the Partnership's investment in Peachtree Limited Partnership filed with the commission on April 4, 1994. Report on Form 8-K dated April 7, 1994, concerning the Partnership's investment in Cass Partners, L.P. filed with the commission on April 7, 1994. Report on Form 8-K dated April 8, 1994, concerning the Partnership's investment in Sable Chase of McDonough L.P. filed with the commission on April 8, 1994. Report on Form 8-K dated April 12, 1994, concerning the Partnership's investment in Ponderosa Meadows Limited Partnership filed with the commission on April 12, 1994. Report on Form 8-K dated April 14, 1994, concerning the Partnership's investment in Hackley-Barclay Limited Partnership filed with the commission on April 14, 1994. Report on Form 8-K dated May 12, 1994, concerning the Partnership's investment in Sugarwood Park Limited Partnership filed with the commission on May 12, 1994. Report on Form 8-K dated May 29, 1994, concerning the Partnership's investment in West End Manor of Union Limited Partnership filed with the commission on May 29, 1994. Report on Form 8-K dated May 31, 1994, concerning the Partnership's investment in Vista Loma Limited Partnership filed with the commission on May 31, 1994. Report on Form 8-K dated June 16, 1994, concerning the Partnership's investment in Palmetto Properties Limited Partnership filed with the commission on June 16, 1994. Report on Form 8-K dated June 27, 1994, concerning the Partnership's investment in Jefferson Square Limited Partnership filed with the commission on June 27, 1994. 42 Report on Form 8-K dated June 27, 1994, concerning the Partnership's investment in Holts Summit Square Limited Partnership filed with the commission on June 27, 1994. Report on Form 8-K dated July 8, 1994, concerning the Partnership's investment in Harris Houisng Limited Partnership filed with the commission on June 27, 1994. Report on Form 8-K dated September 1, 1994, concerning the Partnership's investment in Branson Christian County II Limited Partnership filed with the commission on September 1, 1994. Report on Form 8-K dated September 12, 1994, concerning the Partnership's investment in Chelsea Square Limited Partnership filed with the commission on September 12, 1994. Report on Form 8-K dated September 21, 1994, concerning the Partnership's investment in Palatine Limited Partnership filed with the commission on September 21, 1994. Report on Form 8-K dated October 19, 1994, concerning the Partnership's investment in Mansura Villa II Partnership filed with the commission on October 19, 1994. Report on Form 8-K dated October 25, 1994, concerning the Partnership's investment in Haynes House Associates II Limited Partnership filed with the commission on October 25, 1994. Report on Form 8-K dated October 28, 1994, concerning the Partnership's investment in Skowhegan Limited Partnership filed with the commission on October 28, 1994. Report on Form 8-K dated November 19, 1994, concerning the Partnership's investment in Mt. Vernon Associates, L.P. filed with the commission on November 19, 1994. Report on Form 8-K dated November 19, 1994, concerning the Partnership's investment in Clinton Estates, L.P. filed with the commission on January 12, 1995. (c) Exhibits -------- The list of exhibits required by Item 601 of Regulation S-K is included in Item 14 (a)(3). (d) Financial Statement Schedules ----------------------------- See Item 14 (a) 1 and 2 above. (e) Independent Auditors' Reports for Operating Partnerships. - -------------------------------------------------------- 43 SIGNATURES ---------- Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Fund has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. Boston Capital Tax Credit Fund III L.P. By: Boston Capital Associates III L.P. General Partner By: Boston Capital Associates Date: July 14, 1998 By: /s/ John P. Manning ------------------- John P. Manning By: /s/ Herbert F. Collins ----------------------- Herbert F. Collins 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 Fund and in the capacities and on the dates indicated: DATE: SIGNATURE: TITLE: General Partner and July 14, 1998 /s/ John P. Manning Principal Executive ------------------- Officer, Principal Financial Officer and Principal Accounting Officer of Boston Capital Associates General Partner and /s/ Herbert F. Collins Principal Executive ---------------------- Officer, Principal Financial Officer and Principal Accounting Officer of Boston Capital Associates 44 FINANCIAL STATEMENTS AND INDEPENDENT AUDITORS' REPORT BOSTON CAPITAL TAX CREDIT FUND III L.P. - SERIES 15 THROUGH SERIES 19 MARCH 31, 1998 AND 1997 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS' REPORT F-3 FINANCIAL STATEMENTS BALANCE SHEETS F-5 STATEMENTS OF OPERATIONS F-11 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL F-17 STATEMENTS OF CASH FLOWS F-23 NOTES TO FINANCIAL STATEMENTS F-35 SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION F-72 NOTES TO SCHEDULE III Schedules not listed are omitted because of the absence of the conditions under which they are required or the information is included in the financial statements or the notes thereto. Reznick Fedder & Silverman Certified Public Accountants * A Professional Corporation 4520 East-West Highway * Suite 300 * Bethesda, MD 20814-3319 (301) 652-9100 * Fax (301) 652-1848 INDEPENDENT AUDITORS' REPORT To the Partners Boston Capital Tax Credit Fund III L.P. We have audited the accompanying balance sheets of Boston Capital Tax Credit Fund III L.P. Series 15 through Series 19, in total and for each series, as of March 31, 1998 and 1997 and the related statements of operations, changes in partners' capital and cash flows for the total partnership and for each of the series for each of the three years ended March 31, 1998, 1997 and 1996. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of certain operating limited partnerships in which Boston Capital Tax Credit Fund III L.P. owns a limited partnership interest. Investments in such partnerships comprise the following percentages: Total, 34% and 29% of the assets as of March 31, 1998 and 1997 and 26%, 26% and 26% of the operating limited partnership loss for years ended March 31, 1998, 1997 and 1996, respectively; of the assets for Series 15 as of March 31, 1998 and 1997, 21% and 23%, respectively, of the operating limited partnership loss for Series 15 for the years ended March 31, 1998, 1997 and 1996, 32%, 28% and 29%, respectively; of the assets for Series 16 as of March 31, 1998 and 1997, 20% and 28%, respectively, of the limited partnership loss for Series 16 for the years ended March 31, 1998, 1997 and 1996, 15%, 27% and 28%, respectively; of the assets for Series 17 as of March 31, 1998 and 1997, 36% and 29%, of the limited partnership loss for Series 17 for the years ended March 31, 1998, 1997 and 1996, 28%, 22% and 23%, respectively; of the assets for Series 18 as of March 31, 1998 and 1997, 31% and 24% and of the operating limited partnership loss for Series 18 for the years ended March 31, 1998, 1997 and 1996, 21%, 22% and 19%, respectively; and of the assets for Series 19 as of March 31, 1998, 1997 and 1996, 42% and 28% and of the operating limited partnership loss for Series 19 for the years ended March 31, 1998, 1997 and 1996, 37%, 30% and 22%, respectively. The financial statements of these partnerships were audited by other auditors, whose reports have been furnished to us, and our opinion, insofar as it relates to information relating to these partnerships, is based solely on the reports of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits and the reports of the other auditors provide a reasonable basis for our opinion. F-3 In our opinion, based on our audits and the reports of the other auditors, the financial statements referred to above present fairly, in all material respects, the financial position of Boston Capital Tax Credit Fund III L.P. Series 15 through Series 19, in total and for each series, as of March 31, 1998 and 1997 and the results of its operations and its cash flows for the total partnership and for each of the series for each of the three years ended March 31, 1998, 1997 and 1996, in conformity with generally accepted accounting principles. We and other auditors have also audited the information included in the related financial statement schedules listed in Form 10-K, Item 14(a) of Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 as of March 31, 1998. In our opinion, the schedules present fairly, in all material respects, the information required to be set forth therein, in conformity with generally accepted accounting principles. Bethesda, Maryland July 8, 1998 F-4 Torres Llompart, Sanchez Ruiz & Co. Certified Public Accountants, and Business Consultants (A Member of Kreston International) Partners: Luis J.Torres Llompart, CPA. Frank Sanchez Ruiz, CPA, CMA, CIA Members of: Division for CPA Firms, American Institute of Certified Public Accountants Puerto Rico Society of Certified Public Accountants *Also admitted in State of Florida Partners April Gardens Apartments III Limited Partnership San Juan, Puerto Rico INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS We have audited the accompanying balance sheets of April Gardens Apartments III Limited Partnership as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the US Department of Agriculture, Farmers Home Administration Audit Program Handbook, issued in December 1989. Those standards and the audit program require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of April Gardens III Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 13, 1998 on our consideration of the Partnership's internal control structure and a report dated February 13, 1998 on its compliance with laws, regulations, contracts, loan covenants and agreements. P.O. Box 193488, San Juan, Puerto Rico 00919-3488 Tel. ( 787) 758-4620 Fax (787) 767-4709 Partners April Gardens Apartments III Limited Partnership San Juan, Puerto Rico INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS (CONTINUED) Our audits were made for the purpose of forming an opinion on the basic financial statements for the years ended December 31, 1997 and 1996, taken as a whole. The accompanying schedules of administrative, utilities, maintenance, taxes, insurance and interest expenses are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements for the years ended December 31, 1997 and 1996, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements for the years ended December 31, 1997 and 1996, taken as a whole. February 13, 1998 License No. 169 San Juan. Puerto Rico Stamp number 1462245 was affixed to the original of this report. Torres Llompard, Sanchez Ruiz & Co. Certified Pubic Accountants, and Business Consultants. Witt, Mares & Company, PLC Certified Public Accountants and Consultants INDEPENDENT AUDITOR'S REPORT The Partners Autunmwood Limited Partnership We have audited the accompanying balance sheets of Autunmwood Limited Partnership (a Virginia Limited Partnership), as of December 31, 1997 and 1996, 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. The financial statements as of December 31, 1996, were audited by Graham Carter & Jennings, PLC, who merged with Witt, Mares & Company, PLC as of December 1, 1997, whose report dated February 3, 1997 expressed an unqualified opinion on those statements. We conducted our audits in accordance with generally accepted auditing standards 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 Autunmwood Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partner's equity and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued our report dated February 12, 1998 on our consideration of Autunmwood Limited Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. 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 17 and 18 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements take as a whole. Newport News, Virginia February 12, 1998 LITTLE, SHANEYFELT, MARSHALL & CO. CERTIFIED PUBLIC ACCOUNTANTS PROSPECT BUILDING 1501 N. UNIVERSITY, SUITE 300 LITTLE ROCK, ARKANSAS 72207-5232 MARION W. LITTLE, CPAJEFF SHANEYFELT, CPACHARLES A MARSHALL, JR., CPALARRY A. CAMPBELL, CPA STEPHANIE A. ROMINE, CPA PEGGY L. WILSON JESSIE G. WILLIAMS STEVEN D. LITTLE INDEPENDENT AUDITOR'S REPORTTo the Partners Beckwood Manor Eight Limited PartnershipWe have audited the accompanying balance sheets of Beckwood Manor Eight Limited Partnership, RD Project No. 03-009-0710677267 (the Partnership), as of December 11, 1997 and 1996, and the related statements of profit (loss), changes in partners, equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Beckwood Manor Eight Limited Partnership as of December 31, 1997 and 1996, and its results of operations, changes in partners' equity (deficit), and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued our report dated March 17, 1998 on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Little, Shaneyfelt, Marshall & Co. March 17, 1998 DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS'REPORT To the Partners Buena Vista Apartments, Phase II, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Buena Vista Apartments, Phase 11, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1997 and 1996 and the related statements of operations, partners' equity and cash flows for the years then ended. These. financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buena Vista Apartments, Phase II, A Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 26, 1998 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - Telephone 803-790-002,0 - Fax 803-790-0011 DANIEL G. DRANE CERTIFEED PUBLIC ACCOUNTANT 209 East Third Street - P. 0. Box 577 Hardinsburg, Kentucky 40143 Telephone (502)756-5704 FAX (502)756-5927 e-mail dgdcpa@bbtel.com INDEPENDENT AUDITORS REPORT To the Partners Edgewood Properties, Limited Leitchfield, Kentucky I have audited the accompanying balance sheets of Edgewood Properties, Limited (a Kentucky limited partnership), RHS Project No.: 20-050- 0611179040, as of December 31, 1997 and 1996, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits, as of and for the years ended December 3 1, 1997 and 1996, in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Edgewood Properties, Limited, as of December 3 1, 1997 and 1996, and the results of its operations, the changes in its partners' capital and its cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Daniel G. Drane Certified Public Accountant March 10, 1998 THOMAS, JUDY & TUCKER, P.A. Certified Public Accountants Clifton W, Thomas, 16 East Rowan Street, Suite, 100 Chris P. Judy Raleigh, NC 27609 David W. Tucker, (919) 57 1-7055 David A. Johnson FAX (919) 571-7089 INDEPENDENT AUDITORS'REPORT To the Partners Graham Housing Associates Limited Partnership Raleigh, North Carolina We have audited the accompanying balance sheets of Graham Housing Associates Limited Partnership, as of December 31, 1997 and 1996 and the related statements of operations and changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Graham Housing Associates Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and the changes in partners' equity and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued reports dated February 9, 1998 on our consideration of Graham Housing Limited Partnership's internal control structure, compliance with specific requirements applicable to Major HOME Programs and compliance with specific requirements applicable to Affirmative Fair Housing and Non-Discrimination. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in the report is presented for the purposes of additional analysis and is not a required part of the financial statements of Graham Housing Associates Limited Partnership. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. February 9, 1998 DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS'REPORT To the Partners Laurelwood Apartments, Phase 11, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Laurelwood Apartments, Phase 11, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1997 and 1996 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing issued 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 Laurelwood Apartments, Phase 11, A Limited Partnership, as of December 3 1, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 29, 1998 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - Telephone 803-790-0020 - Fax 803-790-0011 DANIEL G. DRANE CERTIFIED PUBLIC ACCOUNTANT 209 East Third Street - P.0. Box 577 Hardinsburg, Kentucky 40143 Telephone (502)756-5704 FAX (502)756-5927 e-mail dgdcpa@bbtel.com INDEPENDENT AUDITORS REPORT To the Partners Lilac Properties, Limited Leitchfield, Kentucky I have audited the accompanying balance sheets of Lilac Properties, Limited (a Kentucky limited partnership), RHS Project No.: 20-043- 611158011, as of December 31, 1997 and 1996, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits, as of and for the years ended December 3 1, 1997 and 1996, in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lilac Properties, Limited, as of December 31, 1997 and 1996, and the results of its operations, the changes in its partners' capital and its cash flows for the years then ended, in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Daniel G. Drane Certified Public Accountant March 10, 1998 Hawkins, Ash, Baptie & Company, LLP Certified Public Accountants * Management Consultants INDEPENDENT AUDITORS'REPORT To the Partners Madison Partners Limited Partnership We have audited the accompanying balance sheet of Madison Partners Limited Partnership, as of December 31, 1997 and 1996, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madison Partners Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. La Crosse, Wisconsin February 2, 1998 - - 2 - LITTLLE, SHANEYFELT, MARSHALLL & Co. CERTIFIED PUBLIC ACCOUNTANTS PROSPECT BUILDING 1501 N. UNIVERSITY, SUITE 300 LITTLE ROCK, ARKANSAS 72207-5232 INDEPENDENT AUDITOR'S REPORT To the Partners P.D.C. Fifty Five Limited Partnership BENTON, ARKANSAS OFFICE 210 W.SEVIER STREET BENTON, ARKANSAS 72015, TELEPHONE 501-378-7746 We have audited the accompanying balance sheets of P.D.C. Fifty Five Limited Partnership, RD Project No. 03-052-710665737 (the Partnership), as of December 31, 1997 and 1996, and the related statements of profit (loss), changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of P.D.C. Fifty Five Limited Partnership as of December 31, 1997 and 1996, and its results of operations, changes in partners' equity (deficit), and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued our report dated March 18, 1998 on our consideration of the Partnership's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Little, Shaneyfelt, Marshall & Co. March 18, 1998 McGee & Associates, P.C. CERTIFIED PUBLIC ACCOUNTANTS Independent Auditors' Report To the Partners Rio Mimbres II, Ltd. and Rural Development We have audited the accompanying balance sheets of Rio Mimbres II, Ltd. (a limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Rio Mimbres II, Ltd. as of December 31, 1997 and 1996, and the results of its operations and the changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 14, 1998, on our consideration of Rio Mimbres II, Ltd.'s internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts and grants. Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for purposes of additional analysis and is not a required part of the financial statements of Rio Mimbres II, Ltd. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. January 14, 1998 Farmington, New Mexico Coopers &Lybrand Suby, Von Haden & Associates, S.C. CERTIFIED PUBLIC ACCOUNTANTS Business and Management Consultants INDEPENDENT AUDITOR'S REPORT To the Partners School Street Limited Partnership I Madison, Wisconsin We have audited the accompanying balance sheets of WHEDA Project No. 01 1/001 217 of School Street Limited Partnership I as of December 31, 1997 and 1996, and the related statements of loss, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 School Street Limited Partnership I as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity and its cash flows for the years then ended in conformity with generally accepted accounting principles. January 22, 1998 - - 1 - 1221 John Q. Hammons Dr. - P.O.Box. 44966 - Madison, WI 53744-4966 - (608) 831-8181 - FAX (608) 831-4243 MADISON - MILWAUKEE - ROCKFORD DANIEL G. DRANE CERTIFEED PUBLIC ACCOUNTANT 209 East Third Street - P. 0. Box 577 Hardinsburg, Kentucky 40143 Telephone (502)756-5704 FAX (502)756-5927 e-mail dgdcpa@bbtel.com INDEPENDENT AUDITORS REPORT To the Partners Taylor Mill Properties, Limited Leitchfield, Kentucky I have audited the accompanying balance sheets of Taylor NOI Properties, Limited (a Kentucky limited partnership), RHS Project No.: 20-062-0611174245, as of December 31, 1997 and 1996, and the related statements of operations, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits, as of and for the years ended December 31, 1997 and 1996, in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Taylor MU Properties, Limited, as of December 3 1, 1997 and 1996, and the results of its operations, the changes in its partners' capital and its cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Daniel G. Drane Certified Public Accountant March 10, 1998 Schoonover Bover Gettman & Associates Certified Public Accountants - Financial Consultants, INDEPENDENT AUDITORS'REPORT The Partners The Hearthside II Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheets of The Hearthside II Limited Dividend Housing Association Limited Partnership (a limited partnership) as of December 31, 1997 and 1996, 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 the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of The Hearthside R Limited Dividend Housing Association Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity, and cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the 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. Columbus, Ohio January 23, 1998 FLOYD & COMPANY Certified Public Accountant 132 Stephenson Avenuee, Suite 202 Post Office Box 14251 Savannah, Georgia 31406 Phone: (912) 355-9969 INDEPENDENT AUDITORS' REPORT To the General Partners of Timmons Village Limited Partnership We have audited the accompanying balance sheets of Timmons Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 Timmons Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Floyd & Company, CPA February 28, 1998 PLANTE & Moran,LLP Certified Public Accountant 1111 Michigan Avenue P.O. Box 2500 East Lansing, Michigan- 48826-2500 FAX 517-332-8502 517-332-620 Independent Auditor's Report To the Partners University Meadows Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of University Meadows Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership) MSHDA Development No. 889, as of December 31, 1997 and 1996, and the related statements of profit and loss, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 University Meadows Limited Dividend Housing Association Limited Partnership as of December 31, 1997 and 1996, and its profit and loss, partners' equity, and its cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 16, 1998, on our consideration of the Partnership's internal controls and a report dated February 16, 1998, on its compliance with laws and regulations. February 16, 1998 Torres Llompart, Sanchez Ruiz & Co. Certified Public Accountants, and Business Consultants (A Member of Kreston International) Partners: Luis J.Torres Llompart, CPA. Frank Sanchez Ruiz, CPA, CMA, CIA Members of: Division for CPA Firms, American Institute of Certified Public Accountants Puerto Rico Society of Certified Public Accountants *Also admitted in State of Florida Partners Villa del Mar Limited Partnership San Juan, Puerto Rico INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS We have audited the accompanying balance sheets of Villa del Mar Limited Partnership as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States, and the US Department of Agriculture, Farmers Home Administration Audit Program Handbook, issued in December 1989. Those standards and the audit program require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Villa del Mar Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partners, equity and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 16, 1998, on our consideration of the Partnership's internal control structure and a report dated February 16, 1998, on its compliance with laws, regulations, contracts, loan covenants and agreements. P.O. Box 193488, San Juan, Puerto Rico 00919-3488 Tel. (787) 758-4620 - Fax (787) 767-4709 Partners Villa del Mar Limited Partnership San Juan, Puerto Rico INDEPENDENT AUDITORS'REPORT ON FINANCIAL STATEMENTS (CONTINUED) Our audits were made for the purpose of forming an opinion on the basic financial statements for the years ended December 31, 1997 and 1996, taken as a whole. The accompanying schedules of administrative, utilities, maintenance, taxes, insurance and interest expenses are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements for the years ended December 31, 1997 and 1996, and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements for the years ended December 31, 1997 and 1996, taken as a whole. February, 16, 1998 License No.169 San Juan, Puerto Rico Stamp number 1462234 was affixed to the original of this report. Ortiz Lopez & Co. CPA Eulalio Ortiz Rodriguez, MSA CPA Heriberto Lopez Recio Calle Post 183 Sur Altos P.O. Bo. 3944 Marina Station Msyaguez, P. R. 00681 Telephones (787) 833-8236 833-8250 Fax: 833-8285 INDEPENDENT AUDITORS' REPORT To the Partners Virgen del Pozo Limited Partnership We have audited the accompanying statements of financial position of Virgen del Pozo Limited Partnership, (RRH - 515 Project No. 63-016- 660477485) as of December 31, 1997 and 1996, and the related statements of operations, partners' deficit, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express and opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Virgen del Pozo Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partners' deficit and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information, as referred to in the table of contents, is presented for the purpose 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, the additional information is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Certified Public Accountants Mayaguez, Puerto Rico February 1, 1998 FLOYD & COMPANY Certified Public Accountant 132 Stephenson Avenuee, Suite 202 Post Office Box 14251 Savannah, Georgia 31406 Phone: (912) 355-9969 INDEPENDENT AUDITORS' REPORT To the General Partners of Whitewater Village Limited Partnership We have audited the accompanying balance sheets of Whitewater Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997 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 audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 Whitewater Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1997 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Floyd & Company, CPA February 28, 1998 DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS'REPORT To the Partners Canterfield Manor of Denmark, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Canterfield Manor of Denmark, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1997 and 1996 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Canterfield Manor of Denmark, A Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years their ended, in conformity with generally accepted accounting principles. January 23, 1998 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - Telephone 803-790-0020 - Fax 803-790-0011 DAVID P. PHILLIPS, P.C. CERTIFIED PUBLIC ACCOUNTANT 6846 PACIFIC STREET SUITE 100 OMAHA, NEBRASKA 68106 OFFICE (402) 558-2596 FAX (402) 558-2914 INDEPENDENT AUDITOR'S REPORT To the Partners Cass Partners Limited Partnership I have audited the accompanying balance sheets of Cass Partners Limited Partnership as of December 31, 1997 and 1996, 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. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cass Partners Limited Partnership as of December 3 1, 1997 and 1996, and the results of its operations, and changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 15 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 my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. March 23, 1998 1-3 OSCAR N. HARRIS & ASSOCIATES, P.A. Certified Public Accountants OSCAR N. HARRIS, C.P.A. S@IERRY S. JOHNSON, C.P.A. KENNETfi E. MILTON, C.P.A. CONNIE P. STANCIL, C.P.A. MEMBERS: AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS NORTII CAROLINA ASSOCIATION OF CERTIFIED PUBLIC ACCOUN-FANTS INDEPENDENT AUDITORS' REPORT To the Partners of Cumberland Woods Associates of Middlesboro, KY, Ltd. Charlotte, North Carolina We have audited the balance sheets of Cumberland Woods Associates of Middlesboro, KY, Ltd. as of December 31, 1997 and 1996, and the related statements of partners, capital, income, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cumberland Woods Associates of Middlesboro, KY, Ltd. as of December 31, 1997 and 1996, and the results of its operations and its cash flows fcr the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 6, 1998 on our consideration of Cumberland Woods Associates of Middlesboro, KY, Ltd.'s internal control structure and a report dated February 6, 1998 on its compliance with laws and regulations. 100 EAST CUMBERLAND STFEET, PO, BOX 578, DUNN, N.C. 28335 (910) 892- 1021 FAX (910) 892-6084 Cumberland Woods Associates of Middlesboro, KY, Ltd. Page Two Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules 1, 2, 3, and 4 on pages 14, 15, 16, and 17 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Certified Public Accountants February 6, 1998 PHILLIPS, DORSEY, THOMAS, WATERS & BRAFFORD, P.A. CERTIFIED PUBLIC ACCOUNTANTS Drawer 1359 - 349 Ruin Creek Rd. - Henderson, NC 27536 919/438-8154 - Wals 800/356-7674 - Fax 919/492-5066 Ronald S. Dorsey, CPA H. Timothy Thomas, CPA Susan R. Waters, CPA Michael H. Brafford, CPA Carleen P. Evans, CPA Franklin L. Irvin, Jr, CPA W. Haywood Philips, CPA INDEPENDENT AUDITORS' REPORT To the Partners Deer Run Limited Partnership Kittrell, North Carolina We have audited the accompanying balance sheets of Deer Run Limited Partnership as of December 3 1, 1997 and 1996, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Deer Run Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 15 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 20, 1998 CERTIFIED PUBLIC ACCOUNTANTS Henderson, Godbee & Nichols, P.C. Certified Public Accountants Members of American Institute of Certified Public Accountants - Georgia Society of Certified Public Accountants Robert A. Goddard, Jr., CPA (1943-1989) Maureen P. Collins, CPA Gerald H. Henderson, CPA Krystal P. Hiers, CPA J. Wendell Godbee, CPA Marguerite J. Joyner, CPA M. Paul Nichols, Jr., CPA Shirley S. Miller, CPA Susan S. Swader, CPA James W. Godbee, Jr., CPA Mark S. Rogers, CPA Kenny L. Carter, CPA INDEPENDENT AUDITORS' REPORT To the Partners Eastman Elderly Housing, L.P. Valdosta, Georgia We have audited the accompanying balance sheets of Eastman Elderly Housing, L.P. (a limited partnership), Federal ID No.: 58-1965562, as of December 31, 1997 and 1996, 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 audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Eastman Elderly Housing, L.P. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. 3488 North Valdosta Road / P. 0. Box 2241 / Valdosta, Georgia 31604- 2241 / Phone: (912) 245-6040 / FAX: (1912) 245-1669 In accordance with Government Auditing Standards, we have also issued a report dated January 21, 1998 on our consideration of Eastman Elderly Housing, L.P.'s internal control structure and a report dated January 21, 1998 on its compliance with laws and regulations. Henderson, Godbee &-Nichols, P.C. Certified Public Accountants January 21, 1998 Crisp Hughes Evans, LLP Certified Public Accountants & Consultants Affiliated worldwide through AGN International Independent Auditors' Report To The Partners Fairmeadow Apartments, Limited Partnership We have audited the accompanying balance sheets of Fairmeadow Apartments, Limited Partnership as of December 31, 1997 and 1996, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards, and with 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 Fairmeadow Apartments, Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 28, 1998 on our consideration of Fairmeadow Apartments, Limited Partnership's internal control over financial reporting and our consideration of its compliance with certain provisions of laws, regulations, contracts, and grants. January 28, 1998 1 Creekview Court 864-288-5544 PO Box 25849 Fax 864-458-8519 Greenville, SC 29616 www.che-llp.com DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS'REPORT To the Partners Holly Tree Manor of Holly Hill, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Holly Tree Manor of Holly Hill, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Holly Tree Manor of Holly Hill, A Limited Partnership, as of December 3 1, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 29, 1998 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - Telephone 803-790-0020 - Fax 803-790-0011 Thomas C. Cunningham, CPA PC 23 MOORE STREET BRISTOL, VIRGINIA 24201 (540) 669-5531 INDEPENDENT AUDITOR'S REPORT To the Partners Lawrenceville Manor, Limited Partnership, I have audited the accompanying ba1ance sheet of Lawrenceville Manor, Limited Partnership as of December, 31, 1997 and 1996, and the related statements of operations, partner's, 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 audits. I conducted my audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and discloses 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 aspects, the financial position of Lawrenville Manor Limited Partnership as of December, 31, 1997 and 1996, and the results of its' operations, changes in partner's equity, and its cash flows for, the yea,. the ended in conformity with generally accepted accounting principle. My audits were made for the purpose of forming an opinion the basic financial statements taken as a whole. The accompanying information on pages 15 to 17 is presented for purposes of additional analysis and is not a required part of the basic, financial statements. Such information has been subjected to the audit procedure applied in the audits of the basic financial statements and, in my opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, I have also issued a report dated February 18, 1998 on my consideration of Lawrenceville Manor Limited Partnership's internal control and a report dated February 18, 1998 on its compliance with laws and regulations applicable to the financial statements. THOMAS C. CUNNINGHAM, CPA P.C. February 18, 1998 Blackman & Associates, P.C. Certified Public Accountants INDEPENDENT AUDITORS'REPORT To the Partners 1413 Leavenworth Historic Limited Partnership Omaha, Nebraska We have audited the accompanying balance sheets of 1413 Leavenworth Historic Limited Partnership (a Nebraska Limited Partnership) as of December 31, 1997 and 1996 and the related statements of operations, changes in partners' capital accounts and cash flows for the years then ended. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe 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 1413 Leavenworth Historic Limited Partnership at December 31, 1997 and 1996 and the results of its operations, changes in partners' capital accounts and cash flows for the years then ended in conformity with generally accepted accounting principles. . Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information on pages 9 and 10 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Omaha, Nebraska January 31, 1998 11924 Arbor St., Ste. 200 - Omaha, Nebraska 68144 - Phone (402) 330- 1040 - Fax (402) 333-9189 PLANTE & Moran,LLP Certified Public Accountant 1111 Michigan Avenue P.O. Box 2500 East Lansing, Michigan- 48826-2500 FAX 517-332-8502 517-332-620 Independent Auditor's Report To the Partners Meadows of Southgate Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of Meadows of Southgate Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership), as of December 31, 1997 and 1996, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining 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 Meadows of Southgate Limited Dividend Housing Association Limited Partnership, for the years ended December 31, 1997 and 1996, and the results of its operations, partners' equity, and cash flows for the years then ended, in conformity with generally accepted accounting principles. February 16, 1998 Moores Rowland BLOOM, GETTIS, HABIB, SILVER & TERRONE, P.A. CERTIFIED PUBLIC ACCOUNTANTS SUITE 1450 2601 SOUTH BAYSHORE DRIVE MIAMI, FLORIDA 33133-9893 TELEPHONE (305) 858-6211 FACSIMILE (305) 858-9696 Burt R. Bloom, C.P.A., C.V.A. Lawrence W. Gettis, C.P.A. Steven M. Habib, C.P.A. Roger J. Terrone, C.P.A. Curt A. Rosner, C.P.A. To the PartnersRiviera Apts., Ltd.Boston, MassachusettsINDEPENDENT AUDITORS' REPORTWe have audited the accompanying Balance Sheets of Riviera Apts. , Ltd. (a Florida Limited Partnership) , as of December 31 , 1997 and 1996, and the related Statements of Operations, Partners' Equity and Cash Flows for the years then ended. These financial statements are the responsibility of the management of Riviera Apts., Ltd. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riviera Apts. , Ltd. as of December 31 , 1997 and 1996, and the results of its operations, the changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 23, 1998 STIENESSEN - SCHLEGEL & CO. LIMITIED LIABILITY COMPANY CERTIFIED PUBLIC ACCOUNTANTS Independent Auditor's Report To the Partners St. Croix Commons Limited Partnership We have audited the accompanying balance sheets of St. Croix Commons Limited Partnership, as of December 31, 1997 and 1996, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of St. Croix Commons Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations, the changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. CERTIFIED PUBLIC ACCOUNTANTS Januarv 23, 1998 2411 N. HILLCREST PARKWAY, P.O. BOX 8 1 0, EAU CLAIRE, WI 54702-081 0 - - PHONE (715) 832-3425 - FAX (715) 832-1665 - -1- ARMANDO A. SUAREZ - CPA HATO FIEY MMR. SUITE 1500,268 MUNOZ RIVERA AVENUF- HATO REY, PR 00918 - - (787) 763-3195 FAX- 751-8448 INDEPENDENT AUDITOR'S REPORT To the Partners Vista Linda Apartments Limited Partnership I have audited the accompanying balance sheets of Vista Linda Apartments Limited Partnership, Rural Development Project No.: 63-016- 0660472028, as of December 31, 1997 and 1996, and the related statements of operations, partners' equity (deficit), and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audit. I have conducted my audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that 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 the 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 Vista Linda Apartments Limited Partnership, as of December 31, 1997 Hand 1996, and the results of its operations, changes in partners I equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. My audit was made for tire purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 21 thru 36 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 my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Armando A. Suarez, CPA February 27, 1998 San Juan, Puerto Rico DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS'REPORT To the Partners West End Manor Apartments, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of West End Manor Apartments, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1997 and 1996, and the I related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of West End Manor Apartments, A Limited Partnership, as of December 3 1, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, ill conformity with generally accepted accounting principles. January 21, 1998 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - Telephone 803-790-0020 - Fax 803-790-0011 Blackman & Associates, P.C. Certified Public Accountants, INDEPENDENT AUDITORS'REPORT To the Partners Aspen Ridge Apartments Limited Partnership Omaha, Nebraska We have audited the accompanying balance sheets of Aspen Ridge Apartments Limited Partnership (a Nebraska Limited Partnership) as of December 31, 1997 and 1996 and the related statements of operations, changes in partners' capital accounts and cash flows for the years then ended. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aspen Ridge Apartments Limited Partnership at December 31, 1997 and 1996 and the results of its operations, changes in partners' capital accounts and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information on pages 9 and 10 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Omaha, Nebraska January 21, 1998 11924 Arbor St., Ste. 200 - Omaha, Nebraska 68144 - Phone (402) 330- 1040 - Fax (402) 333-9189 McGLADREY & PULLEN,LLP Certified Public Accountants and Consultants INDEPENDENT AUDITOR'S REPORT To the Partners Brewer Street Apartments Limited Partnership Winston-Salem, North Carolina We have audited the accompanying balance sheets of Brewer Street Apartments Limited Partnership as of December 31, 1997 and 1996, 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 audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brewer Street Apartments Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in generally accepted accounting principles. Greensboro, North Carolina January 20, 1998 Crisp, Hughes, Evans, LLP Certified Public Accountants & Consultants Affiliated worldwide through AGN International Independent Auditors' ReportTo The PartnersBriarwood Apartments, A Limited Partnership We have audited the accompanying balance sheets of Briarwood Apartments, A Limited Partnership as of December 31, 1997 and 1996, and the related statements of operations, partners' capital and cash flows for the years ended December 31, 1997 and 1996. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards, and with Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 Briarwood Apartments, A Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 28, 1998 on our consideration of Briarwood Apartments, A Limited Partnership's internal control over financial reporting and our consideration of its compliance with certain provisions of laws, regulations, contracts, and grants. January 28, 1998 1 Creekview Court 864 288 5544 PO Box 25849 Fax 864 458 8519 Greensville, SC 29616 www.che-llp.com KB Parrish & Co. LLp CERTIFIED PUBLIC ACCOUNTANTS 151 North Delaware Street Suite 1600 Indianapolis, IN 46204 (317) 269-2455 FAX (317) 269-2464 Report of Independent Certified Public Accountants To the Partners of Briarwood of Dekalb, L.P. (A Limited Partnership) We have audited the balance sheets of Briarwood of Dekalb, L.P. (a limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, changes in partnership capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States and the Illinois Housing Development Authority's Financial Reporting and Audit Guidelines for Mortgagors of Multifamily Housing Developments. 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 Briarwood of Dekalb, L.P. at December 31, 1997 and 1996, and the results of its operations, changes in partnership capital, and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards and the Illinois Housing Development Authority's Financial Reporting and Audit Guidelines for Mortgagors of Multifamily Housing, we have also issued a report dated March 31, 1998 on our consideration of the partnership's internal control structure, a report dated March 31, 1998 on its compliance with specific requirements applicable to Affirmative Fair Housing, and a report dated March 31, 1998 on its compliance with laws and regulations. Respectfully submitted, K - B. Parrish & Co. LLP Certified Public Accountants Indianapolis, Indiana March 31, 1998 DIMARCO, ABIUSI & PASCARELLA CERTIFIED PUBLIC ACCOUNTANTS, P.C Philip Abiusi L. Richard Pascarella Nakho Sung Leo N. Bonfardeci Carl T. Greco Phone (315) 475-6954 - Fax (315) 475-2937 INDEPENDENT AUDITORS' REPORT To The Partners CAIRO HOUSING COMPANY I East Syracuse, New York We have audited the accompanying balance sheets of Cairo Housing Company I (a Limited Partnership) as of December 31, 1997 and 1996, and the related statements of income, partners, capital and cash flows for the years then ended. These financial statements are the responsibility of the General Partners. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement 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 partners, 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 Cairo Housing Company I as of December 31, 1997 and 1996, and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles. DIMARCO, ABIUSI & PASCARELLA, P.C. Syracuse, New York February 5, 1998 CREELMAN, SMITH, P.C. CERTIFIED PUBLIC ACCOUNTANTS To the Partners Cambridge Family YMCA Affordable Housing Limited Partnership, Cambridge, Massachusetts REPORT OF INDEPENDENT AUDITORS We have audited the accompanying balance sheet of Cambridge Family YMCA Affordable Housing Limited Partnership (A Massachusetts limited partnership) as of December 31, 1997, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, 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 Cambridge Family YMCA Affordable Housing Limited Partnership as of December 31, 1997, and the results of its operations, changes in partners, equity (deficit) and cash flows for the year then ended in conformity with generally accepted accounting principles. Creelman & Smith, P.C. Certified Public Accountants Boston, Massachusetts January 22, 1998 330 Congress Street, Boston, Massachusetts 02210 (617) 542-4114 Report of Independent Accountants To the Partners College Greene Rental Associates, L.P. We have audited the accompanying balance sheets of College Greene Rental Associates, L.P. (A Limited Partnership), as of December 31, 1997 and 1996, and the related statements of operations and partners' capital, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of College Greene Rental Associates, L.P., as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. Rochester, New York February 9, 1998 CRAIN & COMPANY, PLC CERTIFIED PUBLIC ACCOUNTANTS Madison Square, 24 Corporate Blvd. Jackson, Tennessee 38305-2395 Telephone (901) 668-7070 - Fax. (901) 668-12 18 INDEPENDENT AUDITORS' REPORT To the Partners Crofton Associates 1, Limited Partnership We have audited the accompanying balance sheets of Crofton Associates 1, Limited Partnership, FmHA Project No.: 20-024-0621467587 as of December 31, 1997 and 1996, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the 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 Crofton Associates I, Limited Partnership, FmHA Project No.: 20-0240621467587 as of December 31, 1997 and 1996, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 22, 1998 on our consideration of the limited partnership's internal control over financial reporting and on its compliance with laws and regulations. CRAIN & COMPANY, PLC Certified Public Accountants Jackson, Tennessee January 22, 1998 INDEPENDENT AUDITOR'S REPORT To the Partners Cypress Point, LP Naples, Florida We have audited the accompanying balance sheets of Cypress Point, LP (a Florida limited partnership), as of December 31, 1997 and 1996 and the related statements of operations, partners' capital (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the 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 opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cypress Point, LP, and the results of its operations and its cash operations and its flows for the years then ended in conformity with generally accepted accounting principles. Jackson, Mississippi February 3, 1998 CRAIN & COMPANY, PLC CERTIFIED PUBLIC ACCOUNTANTS Madison Square, 24 Corporate Blvd. Jackson, Tennessee 38305-2395 Telephone (901) 668-7070 - Fax. (901) 668-12 18 INDEPENDENT AUDITORS' REPORT To the Partners Gallaway Associates 1, Limited Partnership We have audited the accompanying balance sheets of Gallaway Associates 1, Limited Partnership, FMHA Project No.: 48-024-621474763 as of December 31, 1997 and 1996, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gallaway Associates 1, Limited Partnership, FmHA Project No.: 48-024621474763 as of December 31, 1997 and 1996, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated January 26, 1998 on our consideration of the limited partnership's internal control over financial reporting and on its compliance with laws and regulations. CRAIN & COMPANY, PLC Certified Public Accountants Jackson, Tennessee January 26, 1998 Blurne Loveridge & CO., PLLC Certified Public Accountants INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Glenridge Housing Associates, A Washington Limited Partnership Bellevue, Washington We have audited the accompanying balance sheets of Glenridge Housing Associates, A Washington Limited Partnership, as of December 31, 1997 and 1996, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Glenridge Housing Associates, A Washington Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report, dated January 22, 1998, on our consideration of the Partnership's internal control structure and a report, dated January 22, 1998, on its compliance with laws and regulations. Page 1 INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS - (CONTINUED) Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The additional information shown on pages 14 to 17 is presented for the purpose of complying with the requirements of the U.S. Department of Agriculture, Rural Housing Service, for the year ended December 31, 1997, and is not a required part of the financial statements. Such additional information, presented in Column 2 of Parts I, II and III of the Multiple Family Housing Project Budget (Form RD 1930-7) and on page 17, has been subjected to the auditing procedures applied in the audit of the financial statements for that year, and in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Columns 1, 3 and 4 of Parts I, II and III and Parts IV, V and VI of the Multiple Family Housing Project Budget have not been subjected to the auditing procedures applied in the audits of the financial statements, and accordingly, we express no opinion on Columns 1, 3 and 4 of Parts I, II and III and Parts IV, V and VI of the Multiple Family Housing Project Budget. January 22, 1998 Page 1A Schoonover Boyer Gettman & Associates Certified Public Accountants - Financial Consultants INDEPENDENT AUDITORS' REPORT To the Partners Hackley-Barclay Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheets of Hackley- Barclay Limited Dividend Housing Association Limited Partnership (a Michigan Limited Partnership), as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain resemble 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 Hackley-Barclay Limited Dividend Housing Association Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the 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. Columbus, Ohio January 23, 1998 CRAIN & COMPANY, PLC CERTIFIED PUBLIC ACCOUNTANTS Madison Square, 24 Corporate Blvd. Jackson, Tennessee 38305-2395 Telephone (901) 668-7070 - Fax. (901) 668-12 18 INDEPENDENT AUDITORS' REPORT To the Partners Hickman Associates 11, Limited Partnership We have audited the accompanying balance sheets of Hickman Associates II, Limited Partnership, FmHA Project No.: 20-038- 621451228 as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the 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 Hickman Associates II, Limited Partnership, FMHA Project No.: 20-038621451228 as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the 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. Jackson, Tennessee January 24, 1998 CRAIN & COMPANY, PLC Certified Public Accountants Thomas C. Cunningham, CPA PC 23 MOORE STREET BRISTOL, VIRGINIA 24201 (540) 669-5531 INDEPENDENT AUDITOR'S REPORT To the Partners Lee Terrace, Limited Partnership, I have audited the accompanying ba1ance sheet of Lee Terrace, Limited Partnership as of December, 31, 1997 and 1996, and the related statements of operations, partner's, 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 audits. I conducted my audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and discloses 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 aspects, the financial position of Lee Terrace Limited Partnership as of December, 31, 1997 and 1996, and the results of its' operations, changes in partner's equity, and its cash flows for, the yea,. the ended in conformity with generally accepted accounting principle. My audits were made for the purpose of forming an opinion the basic financial statements taken as a whole. The accompanying information on pages 15 to 17 is presented for purposes of additional analysis and is not a required part of the basic, financial statements. Such information has been subjected to the audit procedure applied in the audits of the basic financial statements and, in my opinion is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, I have also issued a report dated February 18, 1998 on my consideration of Lee Terrace Limited Partnership's internal control and a report dated February 18, 1998 on its compliance with laws and regulations applicable to the financial statements. THOMAS C. CUNNINGHAM, CPA P.C. February 18, 1998 Page Olson & Company PC INDEPENDENT AUDITORS' REPORT February 20. 1998 To the Partners Midland Housing Limited Partnership We have audited the accompanying balance sheets of Midland Housing Limited Partnership as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit 'includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion the financial statements referred to above present fairly, in all material respects, the financial position of Midland Housing Limited Partnership as of December 3 1, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 13 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. 2865 South Lincoln Road, PO Box 368, Mount Pleasant, MI 48804 0368 517 773 5494 - Fax 517 773 5816 Coopers&LybrandReport of Independent Accountants To the PartnersMt. Vernon Associates, L.P. We have audited the accompanying statements of financial position of Mt. Vernon Associates, L.P. (A Limited Partnership), as of December 31, 1997 and 1996, and the related statements of operations and partners' capital, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mt. Vernon Associates, L.P., as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Rochester, New York February 10, 1998 2 DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS'REPORT To the Partners Oakwood Manor of Bennettsville, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Oakwood Manor of Bennettsville, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1997 and 1996, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oakwood Manor of Bennettsville, A Limited Partnership, as of December 3 1, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 24, 1998 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - Telephone 803-790-0020 - Fax 803-790-0011 DUGGAN, JOINER, BIRKENMEYER, STAFFORD & FURMAN, RA. CERTIFIED PUBLIC ACCOUNTANTS Members: American Institute of Certified Public Accountants Florida Institute of Certified Public Accountants 334 N.W. Third Avenue, OCALA, Florida 34475 Phone: (352) 732-0171 Fax: (352) 867-1370 INDEPENDENT AUDITORS' REPORT January 15, 1998 To the Partners Palmetto Properties, Ltd. We have audited the accompanying basic financial statements of Palmetto Properties, Ltd., as of and for the years ended December 31, 1997 and 1996 as listed in the table of contents. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 basic financial statements referred to above present fairly, in all material respects, the financial position of Palmetto Properties, Ltd.as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion is fairly stated in all material respects in relation to the basic financial statements taken as A whole. Mayer, Hoffman, McCann L.C. Certified Public Accountants 420 Nichols Road, K.C., MO 64112 INDEPENDENT AUDITORS'REPORT To the Partners SIXTH STREET PARTNERS LIMITED PARTNERSHIP We have audited the accompanying balance sheets of Sixth Street Partners Limited Partnership as of December 31, 1997 and 1996 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Sixth Street Partners Limited Partnership as of December 31, 1997 and 1996 and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Kansas City, Missouri January 20, 1998 1-3 DIMARCO, ABIUSI & PASCARELLA CERTIFIED PUBLIC ACCOUNTANTS, P.C. The Clinton Exchange, 4 Clinton Square, Suite 104, Syracuse, New York 13202-1074 INDEPENDENT AUDITORS' REPORT To The Partners VOORHEESVILLE HOUSING COMPANY I Voorheesville, New York We have audited the accompanying balance sheets of Voorheesville Housing Company I (a Limited Partnership) as of December 31, 1997 and 1996, and the related statements of income, partners' capital and cash flow. for the years then ended. These statements are the responsibility of the General Partners. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the partners, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our pinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Voorheesville Housing Company I as of December 31, 1997 and 1996, and the results of its operations and cash flows for the years then ended, in conformity with generally accepted accounting principles. DIMARCO, ABIUSI & PASCARELLA, P.C. Syracuse, New York February 11, 1998 RAYMOND & BROUSSARD A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 2616 Toulon Drive Baton Rouge. Louisiana 70816 Telephone: (504) 292-9211 Fax: (504) 292-0727 Paul C. Raymond, Sr., C.P.A., Retired Kathryn Raymond Broussard, C.P.A. INDEPENDENT AUDITORS' REPORT To The Partners White Castle Senior Citizens Partnership, Ltd. We have audited the accompanying balance sheets of White Castle Senior Citizens Partnership, Ltd., RHS Project No.: 22- 024721149468, as of December 31, 1997 and 1996 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe 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 White Castle Senior Citizens Partnership, Ltd. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 15 is presented for the purpose of additional analysis and is not a required part of the basic financial statements. The supplementary information presented in the Year End Report and Analysis (Form RHS 1930-8) Parts I through III and in the Multiple Family Housing Project Budget (Form RHS 1930-7) Parts I through V for the year ended December 31,1997, is presented for purposes of complying with the requirements of the Rural Housing Services and is not a required part of the basic financial statements. Reports on compliance with laws and regulations and internal control are presented as additional supplemental information on pages 23-27. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Baton Rouge, Louisiana March 14, 1998 RAJEEV RAJ C.P.A Certified Public Accountants INDEPENDENT AUDITOR'S REPORTTo the Partners ofChelsea Square Development Limited PartnershipI have audited the accompanying balance sheet of Chelsea Square Development Limited Partnership (A Development Stage and a Massachusetts limited partnership) as of December 31, 1997, 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 general partner. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, 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 Chelsea Square Development Limited partnership as of December 31, 1997, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. February 26, 1998 Draft Copy No Opinion Expressed Rajeev Raj Certified Public Accountant 1600 Providence Highway, #227 Walpole, MA 02081 Coopers&LybrandReport of Independent Accountants To the Partners Evergreen Hills Associates, L.P. We have audited the accompanying statements of financial position of Evergreen Hills Associates, L.P. (A Limited Partnership), as of December 31, 1997 and 1996, and the related statements of operations and partners' capital, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Evergreen Hills Associates, L.P., as of December 31, 1997 and 1996, and the results of its operations,. changes in partners' capital and its cash flows for the years then ended in conformity with generally accepted accounting principles. Rochester, New York January 21, 1998 STIENESSEN - SCHLEGEL & CO.LIMITED LIABILITY COMPANY CERTIFIED PUBLIC ACCOUNTANTSIndependent Auditor's ReportTo the PartnersGlen Place Apartments Limited PartnershipWe have audited the accompanying balance sheets of Glen Place Apartments Limited Partnership, as of December 31, 1997 and 1996, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Glen Place Apartments Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 12, 1998 Henderson, Godbee & Nichols, P. C. Certified Public Accountants Members of American Institute of Certified Public Accountants Georgia Society of Certified Public Accountants Robert A. Goddard, Jr CPA (1943-1989) Maureen P. Collins, CPA Gerald H. Henderson. CPAKrystal P. Hiers, CPA J. Wendell Godbee CPAMarguerite J. Joyner CPA M. Paul Nichols Jr CPA Shirley S. Miller CPA Susan S. Swader CPA James W. Godbee Jr, CPA Mark S. Rogers, CPA Kenny L. Carter, CPA INDEPENDENT AUDITORS' REPORT To the Partners Jackson Housing, L.P. Valdosta, Georgia We have audited the accompanying balance sheets of Jackson Housing, L.P. (a limited partnership), Federal ID No.: 58- 2031912, as of December 31, 1997 and 1996, and the related statements of income, partners I equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jackson Housing, L.P. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. 3488 North Valdosta Road / P. 0. Bo. 2241 / Valdosta, Georgia 31604-2241 / Phone: (912) 245-6040 / FAX: (912) 245-1669 In accordance with Government Auditing Standards, we have also issued a report dated January 21, 1998 on our consideration of Jackson Housing, L.P.Is internal control structure and a report dated January 21, 1998 on its compliance with laws and regulations. Henderson, Godbee & Nichols, P.C. Certified Public Accountants January 21, 1998 PLANTE & MORAN, LLP 1111 Michigan Avenue P.O. Box 2500 East Lansing, Michigan 48826-2500 Certified Public Accountants Management Consultants 517-332-6200 FAX 517-332-8502 Independent Auditor's Report To the Partners Lakeview Meadows II Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of Lakeview Meadows II Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership) MSHDA Development No. 905, as of December 31, 1997 and 1996, and the related statements of profit and loss, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 Lakeview Meadows 11 Limited Dividend Housing Association Limited Partnership as of December 31, 1997 and 1996, and its profit and loss, partners' equity, and its cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 16, 1998, on our consideration of the Partnership's internal controls and a report dated February 16, 1998, on its compliance with laws and regulations. February 16, 1998 STRINGARI AND CIMERCERTIFIED PUBLIC ACCOUNTANTS1051 MAGNOLIA ROADVINELAND, NEW JERSEY 08360(609) 691-3673 FAX (609) 692- 1454MEMBERS AMERICAN INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS NEW JERSEY SOCIETY OF CERTIFIED PUBLIC ACCOUNTANTSBRIAN J. STRINGARI, CPASTEVEN A. CIMER, CPA To the PartnersParvins Limited Partnership INDEPENDENT AUDITOR'S REPORT We have audited the accompanying balance sheet of Parvins Limited Partnership as of December 31, 1997, and the related "Statement of Operations", "Statement of Partners' Equity" and "Statement of Cash Flows" for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Parvins Limited Partnership as of December 31, 1996, were audited by other auditors who have ceased operations and whose report dated January 15, 1997, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the 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 Parvins Limited Partnership as of December 31, 1997 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 9 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 28, 1998 Stringari and Cimer Certified Public Accountants REGARDIE, BROOKS & LEWIS CHARTERED CERTIFIED PUBLIC ACCOUNTANTS JEROME P. LEWIS, CPA JESSE A 'KAISER, CPA PAUL J. GNATT, CPA NATHAN J. ROSEN, CPA CELSO T MATAAC, JR,, CPA PHILIP R. BAKER, CPA DOUGLAS A. DOWUNG, CPA DAVID A. BROOKS, CPA 7101 WISCONSIN AVENUE - BETHESDA, MARYLAND 20814 TEL (301) 654-9000 FAX (301) 656-3056 INDEPENDENT AUDITOR'S REPORT February 21, 1998 To the Partners, Peach Tree Limited Partnership Bethesda, Maryland We have audited the accompanying balance sheets of Peach Tree Limited Partnership as of December 31, 1997 and 1996, and the related statements of income, partners' capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States, and the U. S. Department of Agriculture, Farmers Home Administration Audit Program. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Peach Tree Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing standards, we have also issued our reports dated February 21, 1998 on our consideration of Peach Tree Limited Partnership's internal controls and on its compliance with laws and regulations. Kenneth C. Boothe & Company, P.C. Certified Public Accountant 1001 East Farm Road 700 - Big Spring, Texas 79720 - (915) 263- 1324 - FAX (915) 263-2124 INDEPENDENT AUDITORS'REPORT To the Partners Ponderosa Meadows Limited Partnership We have audited the accompanying balance sheets of Ponderosa Meadows Limited Partnership as of December 31 1997 and 1996, 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 ability is to express an opinion responsibility on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ponderosa Meadows Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards issued by the Comptroller General of the United States, NN-e have also issued a report dated January 20, 1998, on our consideration of Ponderosa Meadows Limited Partnership's internal control structure and a report dated January 20, 1998, on its compliance with laws and regulations. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplements, information shown on Pages 19 through 20 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 our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 20, 1999 Big Spring, Texas KENNETH C. BOOTHE AND COMPANY, P.C. Gwen Ward P.C., Certified Public Accountant 609 University Drive, Fort Worth, Texas 76107, (817) 336-5680 Member American Institute of Certified Public Accountants Member Texas Society Certified Public Accountants Independent Auditor's Report To the Partners of Rio Grande Apartments, Ltd. Eagle Pass, Texas I have audited the accompanying balance sheet of Rio Grande Apartments, Ltd. as of December 31, 1997 and 1996 the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that 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 Rio Grande Apartments, Ltd. as of December 31, 1997 and 1996 and the results of its operations, changes in partners, capital and cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages I-16 and I-17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the 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 financial statements taken as a whole. Fort Worth, Texas March 12, 1998 I-3 Martin A. Starr, C.P.A.INDEPENDENT AUDITOR'S REPORT To the PartnersVirginia Avenue Affordable Housing Limited Partnership I have audited the accompanying balance sheets of Virginia Avenue Affordable Housing Limited Partnership as of December 31, 1997 and 1996, 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. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that 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 Virginia Avenue Affordable Housing Limited Partnership as of December 31, 1997 and 1996, and the results of its operations, the changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. My audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 14 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 my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Martin A. Starr Certified Public Accountant February 11, 1998 Certified Public Accountant 4260 Truxtun Avenue, Ste. 140, Bakersfield, CA 93309 805-635-3185 FAX 805-635-3190 Kenneth C. Boothe & Company, P.C. Certified Public Accountant 1001 East Farm Road 700 - Big Spring, Texas 79720 - (915) 263- 1324 - FAX (915) 263-2124 INDEPENDENT AUDITORS'REPORT To the Partners Vista Loma Liniited Partnership We have audited the accompanying balance sheets of Vista Loma Limited Partnership as of December 3 1, 1997 and 1996, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles 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 all material respects, the financial position of Vista Loma Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated January 20, 1998, on our consideration of Vista Loma Limited Partnership's internal control structure and a report dated January 20, 1998, on its compliance with laws and relations. 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 20 through 21 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 our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. KENNETH C. BOOTHE AND COMPANY, P.C. January 20, 1998 Big Spring, Texas Grant Thornton Suite 3600, 1445 Ross Avenue, Dallas, TX 75202-2774 214 855-7300 FAX 214 855-7370 Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International Report of Independent Certified Public Accountants To the Partners of Community Dynamics - Fort Worth, Ltd. We have audited the balance sheet of Community Dynamics - Fort Worth, Ltd. (a Texas limited partnership) as of December 31, 1997, and the related statements of operations, partners' capital, and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Community Dynamics - Fort Worth, Ltd., as of and for the year ended December 31, 1996, were audited by other auditors whose report dated February 11, 1997, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 1997 financial statements referred to above present fairly, in all material respects, the financial position of Community Dynamics - Fort Worth, Ltd. as of December 31, 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Dallas, Texas Februarv 20, 1998 Grant Thornton Suite 3600, 1445 Ross Avenue, Dallas, TX 75202-2774 214 855-7300 FAX 214 855-7370 Accountants and Management Consultants The U.S. Member Firm of Grant Thornton International Report of Independent Certified Public Accountants To the Partners of Community Dynamics - Plano, Ltd. We have audited the balance sheet of Community Dynamics - Plano, Ltd. (a Texas limited partnership) as of December 31, 1997, and the related statements of operations, partners' capital, and cash flows for the year then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Community Dynamics - Plano, Ltd., as of and for the year ended December 31, 1996, were audited by other auditors whose report dated February II, 1997, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the 1997 financial statements referred to above present fairly, in all material respects, the financial position of Community Dynamics - Plano, Ltd. as of December 31, 1997, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Dallas, Texas Februarv 20, 1998 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Jefferson Square, Ltd.: We have audited the accompanying balance sheets of JEFFERSON SQUARE, LTD. (a Colorado limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' capital accounts, and cash flows for the years then ended. These financial statements are the responsible, of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jefferson Square, Ltd. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted I accounting principles. Denver, Colorado, February 13, 1998. REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Jeremy Associates Limited Partnership: We have audited the accompanying balance sheets of JEREMY ASSOCIATES LIMITED PARTNERSHLP (a Colorado limited partnership) as of December 31, 1997 and 1996, and the related statements of operations, partners' capital accounts and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Jeremy Associates Limited Partnership as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Denver, Colorado February 13, 1998 Scarbrough & Associates Certified Public Accountants For the financial solutions You need to survive INDEPENDENT AUDITORS' REPORT To the Partners Northpointe, L.P. We have audited the accompanying balance sheets of Northpointe, L.P. as of December 31, 1997 and 1996, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reason e assurance out 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 Northpointe, L.P. as of December 31, 1997 and 1996, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. 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 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Scarbrough & Associates, L.L.C. February 17, 1998 5500 NORTH OAK, SUITE 203 KANSAS CITY, MO 64118 FAX: (816) 455-5100 (816) 452-4272 Henderson, Godbee & Nichols, P. C. Certified Public Accountants Members of American Institute of Certified Public Accountants Georgia Society of Certified Public Accountants Robert A. Goddard, Jr CPA (1943-1989) Maureen P. Collins, CPA Gerald H. Henderson. CPAKrystal P. Hiers, CPA J. Wendell Godbee CPAMarguerite J. Joyner CPA M. Paul Nichols Jr CPA Shirley S. Miller CPA Susan S. Swader CPA James W. Godbee Jr, CPA Mark S. Rogers, CPA Kenny L. Carter, CPA INDEPENDENT AUDITORS' REPORT To the Partners Summerset Housing Limited, L.P. Valdosta, Georgia We have audited the accompanying balance sheets of Summerset Housing, Limited, L.P. (a limited partnership), Federal ID No.: 58-1982979, as of December 31, 1997 and 1996, 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 audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our 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 Summerset Housing Limited, L.P. as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. 3488 North Valdosta Road / P. 0. B.@ 2241 / Valdosta., Georgia 31604-2241 / Phone: (912) 245-6040 / FAX: (912) 245-1669 In accordance with Government Auditing Standards, we have also issued a report dated January 21, 1998 on our consideration of Summerset Housing Limited, L.P.Is internal control structure and a report dated January 21, 1998 on its compliance with laws and regulations. Henderson, Godbee & Nichols, P.C Certified Public Accountants January 21, 1998 Blume Loveridge & CO., PLLC Certified Public Accountants INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Wedgewood Lane Associates, A Washington Limited Partnership Bellevue, Washington We have audited the accompanying balance sheets of Wedgewood Lane Associates, A Washington Limited Partnership, as of December 31, 1997 and 1996, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wedgewood Lane Associates, A Washington Limited Partnership, as of December 31, 1997 and 1996, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report, dated January 30, 1998, on our consideration of the Partnership's internal control structure and a report, dated January 30, 1998, on its compliance with laws and regulations. Page I INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS - (CONTINUED) Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The additional information shown on pages 14 to 17 is presented for the purpose of complying with the requirements of the U.S. Department of Agriculture, Rural Housing Service, for the year ended December 31, 1997, and is not a required part of the financial statements. Such additional information, presented in Column 2 of Parts I, II and III of the Multiple Family Housing Project Budget (Form RD 1930-7) and on page 17, has been subjected to the auditing procedures applied in the audit of the financial statements for that year, and in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. Columns 1, 3 and 4 of Parts I, II and III and Parts IV, V and VI of the Multiple Family Housing Project Budget have not been subjected to the auditing procedures applied in the audits of the financial statements, and accordingly, we express no opinion on Columns 1, 3 and 4 of Parts I, II and III and Parts IV, V and VI of the Multiple Family Housing Project Budget. January 30, 1998 Page 1A GRAHAM CARTER &JENNINGS, PLC CERTIFIED PUBLIC ACCOUNTANTS Harold D. Carter (1931-1993) Jack G. Jennings Walter H. Graham Michael J. Carter Independent Auditor's Report To the PartnersAutumnwood Limited Partnership We have audited the accompanying balance sheets of Autumnwood Limited Partnership (a Virginia limited partnership), FMHA Project No.: 54-025-621447815, as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Autumnwood Limited Partnership, FMHA Project No.: 54-025621447815, as of December 31, 1996 and 1995, and the results of its operations, the changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 12 and 13 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. February 3, 1997 601 Thimble Shoals Boulevard Suite 201 Newport News, Virginia 23606 (757) 873-0767 Fax (757) 873-6938 LITTLE, SHANEYFELT & CO. CERTIFIED PUBLIC ACCOUNTANTS 1501 N. UNIVERSITY, SUITE 300 LITTLE ROCK, ARKANSAS 72207-5232 TELEPHONE (501) 666-2879 INDEPENDENT AUDITOR'S REPORT To the PartnersBeckwood Manor Eight Limited Partnership We have audited the accompanying balance sheets of Beckwood Manor Eight Limited Partnership, RHCD Project No. 03-009- 0710677267 (the Partnership), as of December 31, 1996 and 1995, and the related statements of profit (loss), changes in partners, equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statement. 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 Beckwood Manor Eight Limited Partnership as of December 31, 1996 and 1995, and its results of operations, changes in partners, equity (deficit), and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated March 12, 1997, on our consideration of the Partnership's internal control structure and a report dated March 12, 1997 on its compliance with laws, regulations, contracts and grants. Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplementary information shown on pages 10 to 11 is presented for the purposes of additional analysis and are not a required part of the basic financial Statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Little, Shaneyfelt & Co. March 12, 1997 Durant, Schraibman & Lindsay Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORT To the Partners Buena Vista Apartments, Phase II, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Buena Vista Apartments, Phase II, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1996 and 1995 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buena Vista Apartments, Phase II, A Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 21, 1997 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - - Telephone 803-790-0020 - Fax 803-790-0011 THOMAS, JUDY & TUCKER, P.A. Certified Public Accountants Clifton W. Thomas Chris P. Judy David W. Tucker C. Gilbert Smith 16 East Rowan Street, Suite 100 Raleigh, NC 27609 (919) 571-7055 FAX (919) 571-7089 INDEPENDENT AUDITORS' REPORT To the PartnersGraham Housing Associates Limited PartnershipRaleigh, North Carolina We have audited the accompanying balance sheets of Graham Housing Associates Limited Partnership, as of December 31, 1996 and 1995 and the related statements of operations and changes in partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Graham Housing Associates Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and the changes in partners' equity and Gash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued reports dated February 13, 1997 on our consideration of Graham Housing Limited Partnership's internal control structure, compliance with specific requirements applicable to Major HUD Programs and compliance with specific requirements applicable to Affirmative Fair Housing. Our audits were made for the purpose of forming an opinion on the financial statements taken as a whole. The supporting data included in the report is presented for the purposes of additional analysis and is not a required part of the financial statements of Graham Housing Associates Limited Partnership. Such information has been subjected to the auditing procedures applied in the audit of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. February 13, 199 SchoonoverBoyer Gettman & AssociatesCertified Public Accountants Financial Consultants INDEPENDENT AUDITORS' REPORT The Partners The Hearthside II Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheets of The Hearthside II Limited Dividend Housing Association Limited Partnership (a limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements mentioned above present fairly, in all material respects, the financial position of The Hearthside II Limited Dividend Housing Association Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. We conducted our audits for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is presented fairly in all material respects in relation to the basic financial statements taken as a whole. January 25, 1997 Northwoods Corporate Center - Suite 200 - 110 Northwoods Boulevard - Worthington, Ohio 43235 - 614/888-8000 - Fax 614/888-8534 TAMA AND BUDAJ, P.C. Certified Public Accountants 32783 Middlebelt Road Farmington Hills, Michigan 48334-1726 (810) 626-3800 FAX NO. (810) 626-2276 MEMBERS AMERICAN INSTITUTE FO CERTIFIED PUBLIC ACCOUNTANTS MICHIGAN ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS FLORIDA INSTITUTE OF CERTIFIED PUBLIC ACCOUNTANTS SOUTH CAROLINA ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS ELY TAMA, CPA JEFREY F. BUDAJ, CPA BARTON A LOWEN, CPA EMIL A. RAAB, CPA DIANE L. ISAACS, CPA JOHN W. WEIPERT, CPA SEAN M. DONOVAN, CPA To the Partners of Heron's Landing RRH, Ltd. We have audited the accompanying balance sheet of HERON'S LANDING RRH, LTD. As of December 31, 1996 and 1995, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the general partner and management of the partnership. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of HERON'S LANDING RRH, LTD., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying information listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements. This accompanying information is the responsibility of the partnership's management. Such information, except for the portion marked "unaudited" on which we express no opinion, has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. TAMA AND BUDAJ, P.C. Farmington Hills, Michigan January 31, 1997 DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORT To the Partners Laurelwood Apartments, Phase II, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Laurelwood Apartments, Phase II, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1996 and 1995 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility, of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Laurelwood Apartments, Phase II, A Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 18, 1997 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - - Telephone 803-790-0020 - Fax 803-790-0011 Hawkins, Ash, Baptie & Company, LLP Certified Public Accountants INDEPENDENT AUDITORS' REPORT To the Partners Madison Partners Limited Partnership We have audited the accompanying balance sheet of Madison Partners Limited Partnership (the "Project"), as of December 31, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Project's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Madison Partners Limited Partnership as of December 31, 1996 and 1995, and the results of its operations, the changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 12 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. La Crosse, Wisconsin February 4, 1997 LITTLE, SHANEYFELT & CO. CERTIFIED PUBLIC ACCOUNTANTS 1501 N. UNIVERSITY, SUITE 300 LITTLE ROCK, ARKANSAS 72207-5232 TELEPHONE (501) 666-2879 INDEPENDENT AUDITOR'S REPORT To the Partners P.D.C. Fifty Five Limited Partnership We have audited the accompanying balance sheets of P.D.C. Fifty Five Limited Partnership, RHCD Project No. 03-052-710665737 (the Partnership), as of December 31, 1996 and 1995, and the related statements of profit (loss), changes in partners, equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of P.D.C. Fifty Five Limited Partnership as of December 31, 1996 and 1995, and its results of operations, changes in partners, equity (deficit), and cash flows for the years the. ended in conformity with generally accepted accounting principles. In accordance with Government Auditing standards, we have also issued a report dated March 16, 1997, on our consideration of the Partnership's internal control structure and a report dated March 16, 1997 on its compliance with laws, regulations, contracts and grants. Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplementary information shown on pages 10 to 11 is presented for the purposes of additional analysis and are not a required part of the basic financial statements of the Partnership. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. March 16, 1997 Charles Bailly & Company P.L.L.P. Certified Public Accountants - Consultants INDEPENDENT AUDITOR'S REPORT The Partners Ridgeview Apartments of Brainerd A Limited Partnership Moorhead, Minnesota We have audited the accompanying balance sheets of Ridgeview Apartments of Brainerd, A Limited Partnership, FmHA Project: 27- 018-0411625811 as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ridgeview Apartments of Brainerd, A Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Fargo, North Dakota February 11, 1997 McGEE & ASSOCIATES, P.C. CERTIFIED PUBLIC ACCOUNTANTS Independent Auditors' Report To the Partners Rio Mimbres II, Ltd. and Rural Housing Service We have audited the accompanying balance sheets of Rio Mimbres II, Ltd. (a limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement 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 Rio Mimbres II, Ltd. as of December 31, 1996 and 1995, and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 15, 1997, on our consideration of the Partnership's internal control structure and a report dated January 15, 1997, on its compliance with laws and regulations. Our audits were conducted for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information included in the report is presented for purposes of additional analysis and is not a required part of the financial statements of Rio Mimbres II, Ltd. Such information has been subjected to the auditing procedures applied in the audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole. January 15, 1997 Farmington, New Mexico FLOYD & COMPANY Certified Public Accountant 306 Commercial Drive, Suite 202 Savannah, Georgia 31406 Phone: (912) 355-9969 Post Office Box 14251 Savannah, Georgia 31416 INDEPENDENT AUDITORS' REPORT To the General Partners of Timmons Village Limited Partnership We have audited the accompanying balance sheets of Timmons Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996 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 audits. The financial statement information for the year ending December 31, 1995 was audited by another independent certified public accountant who expressed an unqualified opinion dated March 16, 1996. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 Timmons Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Floyd & Company, CPA February 28, 1997 PLANTE & MORAN, LLP 1111 Michigan Avenue P.O. Box 2500 East Lansing, Michigan 48826-2500 Certified Public Accountant Management Consultants 517-332-6200 FAX 517-332-8502 Independent Auditor's Report To the Partners University Meadows Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of University Meadows Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership), MSHDA Development No. 889, as of December 31, 1996 and 1995, and the related statements of profit and loss, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 University Meadows Limited Dividend Housing Association Limited Partnership at December 31, 1996 and 1995, and the results of its operations and changes in partners' equity and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Governmental Auditing Standards, we have also issued a report dated February 12, 1997, on our consideration of the Partnership's internal control structure and a report dated February 12, 1997, on its compliance with laws and regulations. February 12, 1997 Moores Rowland FLOYD & COMPANY Certified Public Accountant 306 Commercial Drive, Suite 202 Savannah, Georgia 31406 Phone: (912) 355-9969 Post Office Box 14251 Savannah, Georgia 31416 INDEPENDENT AUDITORS' REPORT To the General Partners of Whitewater Village Limited Partnership We have audited the accompanying balance sheets of Whitewater Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996 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 audits. The financial statement information for the year ending December 31, 1995 was audited by another independent certified public accountant who expressed an unqualified opinion dated March 16, 1996. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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 Whitewater Village Limited Partnership (a Georgia Limited Partnership) as of December 31, 1996 and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Floyd & Company, CPA February 28, 1997 Ortiz Lopez & Co. Certified Public Accountants CPA Eulalio Ortiz Rodriguez, MSA CPA Heriberto L6pez Recio Calle Post 183 Sur Altos P.O. Box 3944 Marina Station Mayaguez, P.R. 00681 Telephones: (809) 833-8236 833-8250 Fax: 833-8285 INDEPENDENT AUDITORS' REPORT To the Partners Virgen del Pozo Limited Partnership We have audited the accompanying balance sheets of Virgen del Pozo Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Virgen del Pozo Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. To the Partners Virgen del Pozo Limited Partnership Page 2 - Continued 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 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Mayaguez, Puerto Rico January 31, 1997 VSN VELEZ, SEMPRIT, NIEVES & Co. Certified Public Accountants / Business Advisors A member of Horwath International 252 Ponce de Leon Ave. 11th Floor Hato Rey, Puerto Rico 00918-9922 Tel. (809) 751-6500 Fax: (809) 767-1197 INDEPENDENT AUDITORS' REPORT ON FINANCIAL STATEMENTS Partners April Gardens Apartments III Limited Partnership San Juan, Puerto Rico We have audited the accompanying balance sheets of April Gardens Apartments III Limited Partnership as of December 31, 1995 and 1994, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of April Gardens Apartments III Limited Partnership as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 26, 1996 on our consideration of the Partnership's internal control structure and a report dated January 26, 1996 on its compliance with laws, regulations, contracts, loan covenants and agreements. We conducted our audits to form an opinion on the basic financial statements of April Gardens Apartments EII Limited Partnership taken as a whole. The accompanying schedules of administrative, utilities, maintenance, taxes, insurance and interest expense are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 26, 1996 GRAHAM CARTER & JENNINGS, PLC CERTIFIED PUBLIC ACCOUNTANTS Harold D. Carter (1931-1993) Jack G. Jennings Walter H. Graham Michael J. Carter Independent Auditor's Report To the Partners Brunswick Limited Partnership We have audited the accompanying balance sheets of Brunswick Limited Partnership (a Virginia limited partnership), FMHA Project No.: 54-017-621447814, as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brunswick Limited Partnership, FMHA Project No.: 54- 017-621447814, as of December 31, 1995 and 1994, and the results of its operations, the changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. February 26, 1996 601 Thimble Shoals Boulevard Suite 201 Newport News, Virginia 23606 (757) 873-0767 Fax (757) 873-6938 Ludvigson, Braun & Co. Accountants and Auditors 117 NW 3rd Street PO. Box 845 Valley City, North Dakota 58072-0845 Telephone: (701) E145-1457 Facsimile: (701) E345-8003 R.B. Ludvigson, CPA (Retired) Raymond J. Braun, LPA Muriel G. Haugen, CPA Connie E Winkler LPA JoAnn A. Zerface, CPA INDEPENDENT AUDITORS' REPORT To the Partners East Park Apartments I Limited Partnership Dilworth, Minnesota We have audited the accompanying balance sheets of East Park Apartments I Limited Partnership, as of December 31, 1995 and 1994 and the related statements of operations, partners' equity and cash flows for the year ended December 31, 1995 and for the period ended from inception (June 1, 1994) through December 31, 1994. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of East Park Apartments I Limited Partnership as of December 31, 1995 and 1994 and the results of its operations, the changes in partners' equity, and its cash flows for the periods then ended, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information on page 11 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Valley City, North Dakota February 10, 1996 GRAHAM CARTER & JENNINGS, PLC CERTIFIED PUBLIC ACCOUNTANTS Harold D. Carter (1931-1993) Jack G. Jennings Walter H. Graham Michael J. Carter Independent Auditor's Report To the Partners Lebanon II Limited Partnership We have audited the accompanying balance sheets of Lebanon 11 Limited Partnership (a Virginia limited partnership), FMHA Project No.: 55-013-621447812 as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Lebanon 11 Limited Partnership, FMHA Project No.: 55-013-621447812, as of December 31, 1995 and 1994, and the results of its operations, the changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. February 26, 1996 Virchow, Krause & Company, LLP Certified Public Accountants & Consultants INDEPENDENT AUDITORS' REPORT To the Partners School Street Limited Partnership I Madison, Wisconsin We have audited the accompanying balance sheet of WHEDA Project No. 011/001217 of School Street Limited Partnership I as of December 31, 1995, and the related statements of loss, partners' equity 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 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 WHEDA Project No. 011/001217 of School Street Limited Partnership I as of December 31, 1995, and the results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information found on pages 13-24 including supplemental information required by WHEDA, 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 presented fairly in all material respects in relation to the basic financial statements taken as a whole. Page 1 To the Partners School Street Limited Partnership I The financial statements of School Street Limited Partnership I for the year ended December 31, 1994 were audited by other accountants, whose report dated January 24, 1995 stated that they were not aware of any material modifications that should be made to those statements in order for them to be in conformity with generally accepted accounting principles. VIRCHOW, KRAUSE & COMPANY, LLP January 18, 1996 Blackman & Associates, P.C. Certified Public Accountants INDEPENDENT AUDITORS'REPORT To the Partners 1413 Leavenworth Historic Limited Partnership Omaha, Nebraska We have audited the accompanying balance sheets of 1413 Leavenworth Historic Limited Partnership (a Nebraska Limited Partnership) as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' capital accounts and cash flows for the years then ended. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe 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 1413 Leavenworth Historic Limited Partnership at December 31, 1996 and 1995 and the results of its operations, changes in partners' capital accounts and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information on pages 9 and 10 is presented for purposes of additional analysis and is not a required part of the basic financial Statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Omaha, Nebraska January 31, 1997 DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORT To the Partners Canterfield Manor of Denmark, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Canterfield Manor of Denmark, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1996 and 1995 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes, examining, on a test basis, evidence supporting, the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Canterfield Manor of Denmark, A Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. February 7, 1997 4408 Forest Drive, Third Floor - Columbia, South Carolina 29206 - - Telephone 803-790-0020 - Fax 803-790-0011 DAVID P. PHILLIPS, P.C. CERTIFIED PUBLIC ACCOUNTANT 6846 PACIFIC STREET SUITE 100 OMAHA, NEBRASKA 68106 OFFICE (402) 558-2596 FAX (402) 558-2914 INDEPENDENT AUDITOR'S REPORT To the Partners Cass Partners Limited Partnership I have audited the accompanying balance sheets of Cass Partners Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cass Partners Limited Partnership as of December 31, 1996 and 1995, and the results of its operations, and changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 15 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 my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. March 7, 1997 OSCAR N. HARRIS & ASSOCIATES, P.A. Certified Public Accountants OSCAR N. HARRIS, C.P.A. SHERRY S. JOHNSON, C.P.A. KENNETH E. MILTON, C.P.A CONNIE P- STANCIL, C.P.A. MEMBERS: AMERICAN INST OF CERTIFIED PUBLIC ACCOUNTANTS NORTH CAROLRNA ASSOCIATION OF CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITOR'S REPORT To the Partners of Cumberland Woods Associates of Middlesboro, KY, Ltd. Charlotte, North Carolina We have audited the balance sheets of Cumberland Woods Associates of Middlesboro, KY, Ltd. as of December 31, 1996 and 1995, and the related statements of partners, capital, income, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards, and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well. as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cumberland Woods Associates of Middlesboro, KY, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards we have also issued a report dated January 31, 1997 on our consideration of Cumberland Woods Associates of Middlesboro, KY, Ltd.'s internal control structure and a report dated January 31, 1997 on its compliance with laws and regulations. 100 EAST CUMBERLAND STREET, P.O. BOX 578, DUNN, N.C. 28335 (910) 892-1021 FAX (910) 892-6084 Cumberland Woods Associates of Middlesboro, KY, Ltd. Page Two Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules 1, 2, 3, and 4 on pages 15, 16, 17, and 18 are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 31, 1997 PHILLIPS, DORSEY, THOMAS, WATERS & BRAFFORD, P.A. CERTIFIED PUBLIC ACCOUNTANTS DRAWER 1359 - 215 HORNER ST, - HENDERSON, NC 27536 919/438-8154 - NC WATS 800/356-7674 - FAX 919/492-5066 Ronald S. Dorsey, CPA H. Timothy Thomas, CPA Susan R. Waters, CPA Michael H. Brafford, CPA W. Haywood Phillips, CPA Carleen P. Evans, CPA Holly B. Perryman, CPA Franklin L. Irvin, CPA INDEPENDENT AUDITORS' REPORT To the Partners Deer Run Limited Partnership Kittrell, North Carolina We have audited the accompanying balance sheets of Deer Run Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners, equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Deer Run Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 17, 1997 Henderson, Godbee & Nichols, P. C. Certified Public Accountants Robert A. Goddard, Jr. CPA (1943-1989) Maureen P. Collins, CPA Gerald H. Henderson, CPA Amy McGill Smith, CPA J. Wendell Godbee, CPA Krystal P. Hiers, CPA M. Paul Nichols, Jr., CPA Marguerite J. Joyner, CPA Susan S. Swader, CPA Kenny L. Carter, CPA Mark S. Rogers, CPA Shirley S. Miller, CPA Janine E. Maturi, CPA INDEPENDENT AUDITORS' REPORT To the Partners Eastman Elderly Housing, L.P. Valdosta, Georgia We have audited the accompanying balance sheet of Eastman Elderly Housing, L.P. (a limited partnership), Federal ID No.: 58-196S562, as of December 31, 1996, and the related statements of income, partners' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Eastman Elderly Housing, L.P. as of December 31, 1995, were audited by other auditors whose report dated January 27, 1996, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Eastman Elderly Housing, L.P. as of December 31, 1996, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 24, 1997 on our consideration of the Eastman Elderly Housing, L.P.'s internal control structure and a report dated January 24, 1997. Henderson, Godbee & Nichols, P.C. Certified Public Accountants CRISP HUGHES & CO., L.L.P. Independent Auditors' Report To The Partners Fairmeadow Apartments, Limited Partnership We have audited the accompanying balance sheets of Fairmeadow Apartments, Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards, and with 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 Fairmeadow Apartments, Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 11, 1997 on our consideration of Fairmeadow Apartments, Limited Partnership's internal control structure and a report dated February 11, 1997 on its compliance with laws and regulations. February 11, 1997 DURANT, SCHIZAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORTS To the Partners Holly Tree Manor of Holly Hill, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Holly Tree Manor of Holly Hill, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Holly Tree Manor of Holly Hill, A Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 25, 1997 THOMAS C. CUNNINGIIAM, CPA PC 23 MOORE STREET BRISTOL, VIRGINIA 24201 (703) 669-5531 (703) 669-5576 fax INDEPENDENT AUDITOR'S REPORT To the Partners Lawrenceville Manor Limited Partnership I have audited the accompanying balance sheets of Lawrenceville Manor Limited Partnership, FMHA Case No.: 54-017-0541572408, as of December 31, 1996 and 1995 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits. in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller, General of the United States. Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. 1 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 Lawrenceville Manor Limited Partnership, as of December 31, 1996 and 1995 and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 15 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, I have also issued a report dated February 15, 1997 on my consideration of Lawrenceville Manor Limited Partnership's internal control structure and a report dated February 15, 1997 on its compliance with laws and regulations applicable to the financial statements. Thomas C. Cunningham, CPA PC Bristol, Virginia February 15, 1997 Suby, Von Haden & Associates, S.C. Certified Public Accountants Business and Management Consultants INDEPENDENT AUDITOR'S REPORT To the Partners Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II Madison, Wisconsin We have audited the accompanying combined balance sheet of WHEDA Project No. 01 1/001 214 of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II as of December 31, 1996, and the related combined statements of loss, partners' equity and cash flows for the year then ended. These combined financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these combined financial statements based on our audit. The combined financial statements of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II for the year ended December 31, 1995 were audited by other auditors, whose report dated January 18, 1996, expressed an unqualified opinion on those statements. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of WHEDA Project No. 01 1/001 214 of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II as of December 31, 1996, and the combined results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. January 16, 1997 1221 John 0. Hammons Dr. - P.O. Bo. 44966 - Madison, WI 53744- 4966 - (608) 831-8181 - FAX (608) 831-4243 MADISON - MILWAUKEE - ROCKFORD PLANTE & MORAN, LLP 1111 Michigan Avenue P.O. Box 2500 East Lansing, Michigan 48826-2500 Certified Public Accountants Management Consultants 517-332-6200 FAX 517-332-8502 Independent Auditor's Report To the Partners Meadows of Southgate Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of Meadows of Southgate Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership), as of December 31, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 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 cur opinion, the financial statements referred to above present fairly, in all material respects, the financial position of meadows of Southgate Limited Dividend Housing Association Limited Partnership, for the years ended December 3 1, 1996 and 1995, and the results of its operations, partners' equity, and cash flows for the years then ended, in conformity with generally accepted accounting principles. February 12, 1997 BLOOM, GETTOS, HABIB & TERRONE, P.A. Certified Public Accountants Suite 1450 2601 South Bayshore Drive Miami, Florida 33133-9893 Burt R. Bloom, C.P.A. Lawrence W. Gettis, C.P.A. Steven M. Habib, C.P.A. Roger J. Terrone, C.P.A. Curt A. Rosner, C.P.A. Members: American Institute of Certified Public Accountants Florida Institute of Certified Public Accountants To the Partners Riviera Apts., Ltd. Boston, Massachusetts INDEPENDENT AUDITORS' REPORT We have audited the accompanying Balance Sheets of Riviera Apts. , Ltd. (a Florida Limited Partnership), as of December 31, 1996 and 1995, and the related Statements of Operations, Partners' Equity and Cash Flows for the years then ended. These financial statements are the responsibility of the management of Riviera Apts., Ltd. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Riviera Apts., Ltd. as of December 31, 1996 and 1995, and the results of its operations, the changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. STI]ENESSEN - SCHLEGEL & CO. LIMITED LIABILITY COMPANY CERTIFIED PUBLIC ACCOUNTANTS Independent Auditor's Re]2ort To the Partners St. Croix Commons Limited Partnership We have audited the accompanying balance sheets of St. Croix Commons Limited Partnership, as of December 31, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of St. Croix Commons Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations, the changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. CERTIFIED PUBLIC ACCOUNTANTS January 15, 1997 2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE, WI 54702- 0810 - PHONE (715) 832-3425 - FAX (715) 832-1665 TAMA AND BUDAJ, P.C. Certified Public Accountants 32783 Middlebelt Road Farmington Hills, Michigan 48334-1726 Independent Auditor's Report To the Partners of Victoria Pointe RRH, Ltd. We have audited the accompanying balance sheet of VICTORIA POINTE RRH, LTD. as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the year ended December 31, 1996 and for the period January 23, 1995 (date operational) to December 31, 1995. These financial statements are the responsibility of the general partner and management of the partnership. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of VICTORIA POINTE RRH, LTD., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the year ended December 31, 1996 and for the period January 23, 1995 (date operational) to December 31, 1995 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying information listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements. This accompanying information is the responsibility of the partnership's management. Such information, except for the portion marked "unaudited" on which we express no opinion, has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. Farmington Hills, Michigan January 31, 1997 ARMANDO A. SUAREZ - CPA HATO RET TOWER, SUITE 1500, 268 MUNOZ RIVERA AVENUE, HATO REY, PR 00918 (787)763-3195 Fax: 751-8448 Independent Auditor's Report To the Partners Vista Linda Apartments Limited Partnership I have audited the accompanying balance sheet of Vista Linda Apartments Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners' equity (deficit), and cash flows for the years then ended. These financial statements (Rural Development Administration (Formerly FmHA) Project No.: 63-016-0660472028) are the responsibility of the Partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I have conducted my audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that 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 Vista Linda Apartments Limited Partnership, Rural Development Administration (Formerly FmHA) Project No.: 63-016- 0660472028, as of December 31, 1996 and 1995, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. My audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 21 thru 36 is presented for the purpose 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 our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. February 18, 1997 San Juan, Puerto Rico The stamp #1379936 of the CPA's College of PR was affixed to the original of this report. DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORT To the Partners West End Manor Apartments, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of West End Manor Apartments, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of West End Manor Apartments, A Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 27, 1997 Bob T. Robinson Certified Public Accountant 2084 Dunbarton Drive Jackson, Mississippi 39216 (601) 982-3875 To the Partners Joiner Elderly, L.P. Independent Auditor's ReRort I have audited the accompanying balance sheet of Joiner Elderly, L.P. as of December 31, 1995 and 1994, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. 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 statement, referred to above present fairly, in all material respects, the financial position of Joiner Elderly, L.P. as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. Jackson, Mississippi January 23, 1996 Page I Virchow, Krause & Company, LLP Certified Public Accountants & Consultants INDEPENDENT AUDITORS' REPORT To the Partners Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II Madison, Wisconsin We have audited the accompanying combined balance sheet of WHEDA Project No. 011/001214 of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II as of December 31, 1995, and the related combined statements of loss, partners' equity and cash flows for the year then ended. These combined financial statements are the responsibility of the project's management. Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of WHEDA Project No. 011/001214 of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II as of December 31, 1995, and the combined results of its operations, changes in partners' equity and cash flows for the year then ended in conformity with generally accepted accounting principles. Our audit was made for the purpose of forming an opinion on the financial statements taken as a whole. The supplemental information found on pages 13-23, including supplemental information required by WHEDA, 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 presented fairly in all material respects in relation to the basic financial statements taken as a whole. To the PartnersMariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II The combined financial statements of Mariner's Pointe Limited Partnership I and Mariner's Pointe Limited Partnership II for the year ended December 31, 1994 were audited by other accountants whose report dated January 24, 1995 stated that they were not aware of any material modifications that should be made to those statements in order for them to be in conformity with generally accepted accounting principles. VIRCHOW, KRAUSE & COMPANY, LLP Madison, WisconsinJanuary 18, 1996 Bob T. Robinson Certified Public Accountant 2084 Dunbarton Drive Jackson, Mississippi 39216 (601) 982-3875 Independent Auditor's Report To the Partners Turtle Creek Family, L.P. I have audited the accompanying balance sheet of Turtle Creek Family, L.P. as of December 31, 1995 and 1994, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. 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 Turtle Creek Family, L.P. as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. Jackson, Mississippi January 23, 1996 OTIS, ATWELL & TIMBERLAKE Professional Association Certified Public Accountants James C.Otis, C.P.A., CFP Stephen W. Atwell, C.P.A. Fred I. Timberlake, C.P.A. Bruce E. Fritzson, C.P.A. Thomas J. Gioia, C.P.A. 980 Forest Avenue Portland, Maine 04103 (207) 797-0990 FAX (207) 797-8618 INDEPENDENT AUDITOR'S REPORT The Partners Wakefield Housing Associates We have audited the accompanying balance sheets of Wakefield Housing Associates, a limited partnership, USDA, Rural Development Case No. 34-002-0010456615, as of December 31, 1996 and 1995, and the related statements of income, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wakefield Housing Associates as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying additional information on pages 13 and 14 is presented solely for the use of the USDA, Rural Development and is not a required part of the basic financial statements. The additional information presented in the Multiple Family Housing Borrower Balance Sheet, Form FMHA 1930-8, 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. January 14, 1997 Portland, Maine Tate, Propp, Beggs & Sugimoto Certified Public Accountants and Consultants INDEPENDENT AUDITORS' REPORT To the Partners Willcox II Investment Group An Arizona Limited Partnership We have audited the accompanying balance sheets of Willcox II Investment Group, an Arizona Limited Partnership, as of December 31, 1995 and 1994, and the related statements of operations, changes in partners, capital, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government 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 Willcox II Investment Group as of December 31, 1995 and 1994, and the results of its operations and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 15, 1996, on our consideration of Willcox II Investment Group's internal control structure and a report dated February 15, 1996, on its compliance with laws and regulations. An Accountancy Corporation February 15, 1996 Sacramento, California Blackman & Associates, P.C. Certified Public Accountants INDEPENDENT AUDITORS'REPORT To the Partners Aspen Ridge Apartments Limited Partnership Omaha, Nebraska We have audited the accompanying balance sheets of Aspen Ridge Apartments Limited Partnership (a Nebraska Limited Partnership) as of December 31, 1996 and 1995 and the related statements of operations, changes in partners' capital accounts and cash flows for the years then ended. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Aspen Ridge Apartments Limited Partnership at December 31, 1996 and 1995 and the results of its operations, changes in partners' capital accounts and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information on pages 9 and 10 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Omaha, Nebraska January 23, 1997 KB Parrish C. LLP Certified Public Accountants 151 North Delaware Street Suite 160 Indianapolis, IN 46204 (317) 269-2455 FAX (317) 269-2464 Report of Independent Certified Public Accountants To the Partners of Briarwood of Dekalb, L.P. (A Limited Partnership) We have audited the balance sheets of Briarwood of Dekalb, L.P. (a limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, changes in partnership capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Briarwood of Dekalb, L.P. at December 31, 1996 and 1995, and the results of its operations, changes in partnership capital, and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated March 7, 1997 on our consideration of the partnership's internal control structure, a report dated March 7, 1997 on its compliance with specific requirements applicable to Affirmative Fair Housing, and a report dated March 7, 1997 on its compliance with laws and regulations. Respectfully Submitted, K. B. Parrish & Co. LLP Certified Public Accountants Indianapolis, Indiana March 7, 1997 CRISP HUGHES & CO., L.L.P. Certified Public Accountants and Consultants Independent Auditors' Report To The Partners Briarwood Apartments, A Limited Partnership We have audited the accompanying balance sheet of Briarwood Apartments, A Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' capital and cash flows for the years ended December 31, 1996 and 1995. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards, and with Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Briarwood Apartments, A Limited Partnership as of December 31, 1996 and 1995 and the results of its operations and its cash flows for the years ended December 31, 1996 and 1995 in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 11, 1997 on our consideration of Briarwood Apartments, A Limited Partnership's internal control structure and a report dated February 11, 1997 on its compliance with laws and regulations. February 11, 1997 DIMARCO, ABIUSI & PASCARELLA CERTIFIED PUBLIC ACCOUNTAN-FS, P.C. Philip Abiusi L. Richard Pascarella Nakho Sung Leo N. Bonfardeci Carl T. Greco Michael A. Mammolito David R. Snyder Charles R. Petty Scott J. Martin The Clinton Exchange 4 Clinton Square, Suite 104 Syracuse, New York 13202-1074 Phone (315) 475-6954 Fax (315) 475-2937 INDEPENDENT AUDTTORS' REPORT To The Partners CAIRO HOUSING COMPANY IEast Syracuse, New YorkWe have audited the accompanying balance sheets of Cairo Housing Company I (a Limited Partnership) as of December 31, 1996 and 1995, and the related statements of income, partners, capital and cash flows for the years then ended. These financial statements are the responsibility of the General Partners. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the partners, 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 Cairo Housing Company I as of December 31, 1996 and 1995, and the results of its operations and cash flows for the years then ended in conformity with generally accepted accounting principles. DIMARCO, ABIUSI & PASCARELLA, P.C. Syracuse, New York February 7, 1997 CREELMAN SMITH, P.c. CERTIFIED PUBLIC ACCOUNTANTS To the PartnersCambridge Family YMCA Affordable HousingLimited PartnershipCambridge, MassachusettsREPORT OF INDEPENDENT AUDITORSWe have audited the accompanying balance sheet of Cambridge Family YMCA Affordable Housing Limited Partnership (A Massachusetts limited partnership) as of December 31, 1996, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the general partner. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, 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 Cambridge Family YMCA Affordable Housing Limited Partnership as of December 31, 1996, and the results of its operations, changes in partners, equity (deficit) and cash flows for the year then ended in conformity with generally accepted accounting principles. Creelman & Smith, P.C. Certified Public Accountants Boston, Massachusetts January 13, 1997 CRAIN & COMPANY CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' REPORT To the Partners Crofton Associates I, Limited Partnership We have audited the accompanying balance sheets of Crofton Associates I, Limited Partnership, FmHA Project No.: 20-024- 0621467587 as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Crofton Associates I, Limited Partnership, FmHA Project No.: 20-0240621467587 as of December 31, 1996 and 1995, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Jackson, Tennessee February 7, 1997 Matthews, Hearon & Cutrer CERTIFIED PUBLIC ACCOUNTANTS J. Erik Hearon, CPA Brett C. Matthews, CPA J. Raliegh Cutrer, CPA Charles R. Lindsay, Jr., CPA Tammy L. Burney, CPA A. Joseph Tommasini, CPA Elizabeth Hulen Barr, CPA Members American Institute of Certified Public Accountants Mississippi Society of Certified Public Accountants National Litigation Support Services Association INDEPENDENT AUDITOR'S REPORT To the Partners Cypress Point, LP We have audited the accompanying balance sheet of Cypress Point, LP (a Florida limited partnership), as of December 31, 1996 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 audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Cypress Point, LP, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Jackson, Mississippi January 29, 1997 CRAIN & COMPANY CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' REPORT To the Partners Gallaway Associates I, Limited Partnership We have audited the accompanying balance sheets of Gallaway Associates I, Limited Partnership, FmHA Project No.: 48-024- 621474763 as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Gallaway Associates I, Limited Partnership, FmHA Project No.: 48-024621474763 as of December 31, 1996 and 1995, and the results of its operations, changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplementary information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, we have also issued a report dated February 6, 1997 on our consideration of the limited partnership's internal control structure and a report dated February 6, 1997 on its compliance with laws and regulations. CRAIN & COMPANY Certified Public Accountants Jackson, Tennessee February 6, 1997 Ruljancich Blume Loveridge & Co., PLLC Certified Public Accountants INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Glenridge Housing Associates, a Washington Limited Partnership Bellevue, Washington We have audited the accompanying balance sheets of Glenridge Housing Associates, a Washington Limited Partnership, as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibi1ity of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptrol1er General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Glenridge Housing Associates, a Washington Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated January 27, 1997 on our consideration of the Partnership's internal control structure and a report dated January 27, 1997 on its compliance with laws and regulations. January 27, 1997 CRAIN & COMPANY Certified Public Accountants INDEPENDENT AUDITORS' REPORT To the Partners Hickman Associates II, Limited Partnership We have audited the accompanying balance sheets of Hickman Associates II, Limited Partnership, FmHA Project No.: 20-038- 621451228 as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Hickman Associates II, Limited Partnership, FmHA Project No.: 20-038621451228 as of December 31, 1996 and 1995, and the results of its operations, changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the 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. CRAIN & COMPANY Jackson, Tennessee February 7, 1997 THOMAS C. CUNNINGHAM, CPA PC 23 MOORE STREET BRISTOL, VIRGINIA 24201 (540) 669-5531 (540)669-5576 fax INDEPENDENT AUDITOR'S REPORT To the Partners Lee Terrace Limited Partnership I have audited the accompanying balance sheets of Lee Terrace Limited Partnership, FmHA Case No.: 54-064-0541632971, as of December 31, 1996 and 1995 and the related statement of operations for the year ended December 31, 1996 and for the period January 6, 1995 to December 31, 1995 and the related statements of partners' equity and cash flows for the years ended December 31, 1996 and 1995. 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 generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that I plan and perform audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion. In my opinion, the financial statements referred to above present fairly, in all Material respects, the financial position of Lee Terrace Limited Partnership, as of December 31, 1996 and 1995 and the results of its operations for the year ended December 31, 1996 and for the period January 6, 1995 to December 31, 1995, the changes in partners' equity and cash flows for the years ended December 31, 1996 and 1995 in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 16 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audits of the basic financial statements and, in my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. In accordance with Government Auditing Standards, I have also issued a report dated February 15, 1997 on my consideration of Lee Terrace Limited Partnership's internal control structure and a report dated February 15, 1997 on its compliance with laws and regulations applicable to the financial statements. Thomas C. Cunningham, CPA PC February 15, 1997 PAGE OLSON & COMPANY P C Independent Auditor's Report January 31, 1997 To the Partners Midland Housing Limited Partnership We have audited the accompanying balance sheets of Midland Housing Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Midland Housing Limited Partnership as of December 3 11 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 13 is presented for the purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. DURANT, SCHRAIBMAN & LINDSAY Certified Public Accountants INDEPENDENT ACCOUNTANT'S REPORT To the Partners Oakwood Manor of Bennettsville, A Limited Partnership Columbia, South Carolina We have audited the accompanying balance sheets of Oakwood Manor of Bennettsville, A Limited Partnership (A South Carolina Limited Partnership), as of December 31, 1996 and 1995, and the related statements of operations. partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Oakwood Manor of Bennettsville, A Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. January 28, 1997 DUGGAN, JOINER, BIRKENMEYER, STAFFORD & FURMAN, P.A. CERTIFIED PUBLIC ACCOUNTANTS INDEPENDENT AUDITORS' REPORT January 17, 1997 To the Partners Palmetto Properties, Ltd. We have audited the accompanying basic financial statements of Palmetto Properties, Ltd., as of and for the years ended December 31, 1996 and 1995 as listed in the table of contents. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 basic financial statements referred to above present fairly, in all material respects, the financial position of Palmetto Properties, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Duggan, Joiner, Birkenmeyer, Stafford & Furman, P.A. Certified Public Accountants TAMA AND BUDAJ, P.C. Certified Public Accountants 32783 Middlebelt Road Farmington Hills, Michigan 48334-1726 (810) 626-3800 Fax No. (810) 626-2276 Independent Auditor's Report To the Partners of Park Place II, Ltd. We have audited the accompanying balance sheet of PARK PLACE II, LTD. as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the general partner and management of the partnership. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of PARK PLACE II, LTD., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying information listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements. This accompanying information is the responsibility of the partnership's management. Such information, except for the portion marked "unaudited" on which we express no opinion, has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. TAMA AND BUDAJ, P.C. Farmington Hills, Michigan January 31, 1997 TAMA AND BUDAJ, P.C. Certified Public Accountants 32783 Middlebelt Road Farmington Hills, Michigan 48334-1726 (810) 626-3800 Fax No. (810) 626-2276 Independent Auditor's Report To the Partners of Seabreeze Manor RRH, Ltd. We have audited the accompanying balance sheet of SEABREEZE MANOR RRH, LTD. as of December 31, 1996 and 1995, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the year ended December 31, 1996 and for the period January 10, 1995 (date operational) to December 31, 1995. These financial statements are the responsibility of the general partner and management of the partnership. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly in all material respects, the financial position of SEABREEZE MANOR RRH, LTD., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the year ended December 31, 1996 and for the period January 10, 1995 (date operational) to December 31, 1995 in conformity with generally accepted accounting principles. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying information listed in the table of contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements. This accompanying information is the responsibility of the partnership's management. Such information, except for the portion marked "unaudited" on which we express no opinion, has been subjected to the auditing procedures applied in our audit of the basic financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. TAMA AND BUDAJ, P.C. Farmington Hills, Michigan January 31, 1997 DIMARCO, ABIUSI & PASCARELLA CERTIFIED PUBLIC ACCOUNTANTS, P.C. Philip Abiusi L. Richard Pascarella Nakho Sung Leo N. Bonfardeci Carl T. Greco Michael A. Mammolito David R. Snyder Charles R. Petty Scott J. Martin The Clinton Exchange4 Clinton Square, Suite 104 Syracuse, New York 13202-1074 Phone (315) 475-6954 Fax (315) 475-2937 INDEPENDENT AUDTTORS' REPORT To The Partners VOORHEESVILLE HOUSING COMPANY I Voorheesville, New York We have audited the accompanying balance sheets of Voorheesville Housing Company I (a Limited Partnership) as of December 31, 1996 and 1995, and the related statements f income, partners' capital and cash flows for the years then ended. These statements are the responsibility of the General Partners. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the partners, 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 Voorheesville Housing Company I as of December 31, 1996 and 1995, and the results of its operations and cash flows for the years then ended, in conformity with generally accepted accounting principles. DIMARCO, ABIUSI & PASCARELLA, P.C. Syracuse, New York February 7, 1997 RAYMOND, BROUSSARD & BROWN A PROFESSIONAL CORPORATION CERTIFIED PUBLIC ACCOUNTANTS 2616 Toulon Drive Baton Rouge, Louisiana 70816 Telephone: (504) 292-9211 Fax: (504) 292-0727 Independent Auditor's Report To The Partners White Castle Senior Citizens Partnership, Ltd. We have audited the accompanying balance sheets of White Castle Senior Citizens Partnership, Ltd., RHS Project No.: 22-024- 721149468, as of December 31, 1996 and 1995 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of White Castle Senior Citizens Partnership, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental. information on page 15 is presented for the purpose of additional analysis and is not a required part of the basic financial statements. The supplementary information presented in the Year End Report and Analysis (Form RHS 1930-8) Parts I through III and in the Multiple Family Housing Project Budget (Form RHS 19307) Parts I through V for the year ended December 31, 1996, is presented for purposes of complying with the requirements of the Rural Housing Services and is also not a required part of the basic financial statements. Such information has been subjected to the audit procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Baton Rouge, Louisiana February 15, 1997 McGLADREY & PULLEN, LLP Certified Public Accountants and Consultants INDEPENDENT AUDITOR'S REPORT To the Partners Brewer Street Apartments Limited Partnership Winston-Salem, North Carolina We have audited the accompanying balance sheets of Brewer Street Apartments Limited Partnership as of December 31, 1995 and 1994, 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 audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Brewer Street Apartments Limited Partnership as of December 31, 1995 and 1994, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Greensboro, North Carolina January 23, 1996 Coopers &Lybrand a professional services firm Report of Independent Accountants To the Partners College Greene Rental Associates, L.P. We have audited the accompanying balance sheet of College Greene Rental Associates, L.P. (A Limited Partnership), as of December 31, 1995, and the related statements of operations and partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of College Greene Rental Associates, L.P., as of December 31, 1995, and the results of its operations and its cash flows for the year then ended, in conformity with generally accepted accounting principles. Rochester, New York February 22, 1996 Coopers &Lybrand a professional services firm Report of Independent Accountants To the Partners Mt. Vernon Associates, L.P. We have audited the accompanying balance sheet of Mt. Vernon Associates, L.P. (A Limited Partnership), as of December 31, 1995, and the related statements of operations and partners' capital and cash flows for the year then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Mt. Vernon Associates, L.P., as of December 31, 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Rochester, New York March 12, 1996 RAJEEV RAJ Certified Public Accountant INDEPENDENT AUDITOR'S REPORT To the Partners of Chelsea Square Development Limited Partnership I have audited the accompanying balance sheet of Chelsea Square Development Limited Partnership (A Development Stage and a Massachusetts limited partnership) as of December 31, 1996, 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 general partner. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, 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 Chelsea Square Development Limited partnership as of December 31, 1996, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. February 1, 1997 Rajeev Raj C.P.A. Tel: (508) 660-2592 1600 Providence Highway Fax: (508) 660-1569 Walpole, MA O2081 STIENESSEN - SCHLEGEL & CO. LIMITED LIABILITY COMPANY CERTIFIED PUBLIC ACCOUNTANTS Independent Auditor's Report To the Partners Glen Place Apartments Limited Partnership We have audited the accompanying balance sheets of Glen Place Apartments Limited Partnership, as of December 31, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Glen Place Apartments Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations, changes in partners' equity, and cash flows for the years then ended in conformity with generally accepted accounting principles. 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 14 and 15 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. January 15, 1997 2411 N. HILLCREST PARKWAY, P.O. BOX 810, EAU CLAIRE; WI S4702- 0810 - PHONE (715) 832-3425 - FAX (715) 832-1665 Plante & Moran, LLP Certified Public Accountants - Management Consultants 1111 Michigan Avenue P.O. Box 2500 East Lansing, Michigan 48826-2500 517-332-6200 Fax 517-332-8502 To the Partners Lakeview Meadows II Limited Dividend Housing Association Limited Partnership We have audited the accompanying balance sheet of Lakeview Meadows II Limited Dividend Housing Association Limited Partnership (a Michigan limited partnership), MSHDA Development No. 905, for the years ended December 31,,1996 and 1995, and the related statements of profit and loss, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the 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 Lakeview Meadows II Limited Dividend Housing Association Limited Partnership for the years ended December 31, 1996 and 1995, and the results of its operations, changes in partners, equity, and cash flows for the years then ended, in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report dated February 12, 1997, on our consideration of the Partnership's internal control structure and a report dated February 12, 1997,. on its compliance with laws and regulations. February 12, 1997 A member of Moores Rowland International Rosenberg, Rich, Baker, Berman & Company A Professional Association of CPAs 380 Foothill Road - P.O. Box 6483 Bridgewater, NJ 08807-0483 908-231-1000 Fax 908-231-6894 E-mail: rrbb@net-lynx.com Other Offices: 195 Maplewood Avenue Maplewood, NJ 07040 201-763-6363 Fax 201-763-4430 Splugenstrasse 10 CH-8002 Zurich, Switzerland 011-41-1-202-4742 Fax 011-41-1-202-4744 P.O. Box 61 Grand Cayman, Cayman Islands 809-949-4244 Fax 809-949-8635 Kalman A. Barson, CPA Kenneth A. Berman, CPA Barry D. Kopp, CPA Frank S. LaForgia, CPA Alvin P. Levine, CPA Aaron A. Rich, CPA David N. Roth, CPA Carl S. Schwartz, CPA Nicholas L. Truglio, CPA Steven J. Truppo, CPA Howard Baker, CPA Daniel M. Brooks, CPA Leonard M. Friedman, CPA Dorvin M. Rosenberg, CPA INDEPENDENT AUDITORS' REPORT To the Partners Parvin's Limited Partnership We have audited the accompanying balance sheets of Parvin's Limited Partnership as of December 31, 1996 and 1995 and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Parvin's Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 9 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Bridgewater, New Jersey January 15, 1997 American Institute Of CPAs - Sec Practice Section - Private Companies Practice Section - National Associated CPA Firms - Independent Accountants International REGARDIE, BROOKS & LEWIS CHARTERED CERTIFIED PUBLIC ACCOUNTANTS JEROME P. LEWIS, CPA JESSE A. KAISER CPA NATHAN J. ROSEN. CPA PAUL J. GNATT, CPA CELSO I MATAAC, JR., CPA PHILIP R. BAKER, CPA DOUGLAS A. DOWLING, CPA BRIAN J. GIGANTI, CPA 7101 WISCONSIN AVENUE BETHESDA, MARYLAND 20814 TEL (301) 654-9000 FAX (301) 656-3056 INDEPENDENT AUDITOR'S REPORT February 21, 1997 To the Partners Peach Tree Limited Partnership Bethesda, Maryland We have audited the accompanying balance sheets of Peach Tree Limited Partnership as of December 31, 1996 and 1995, and the related statements of income, partnership equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United states, and the U.S. Department of Agriculture, Farmers Home Administration Audit Program handbook, dated December 1989. 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 Peach Tree Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing standards, we have also issued our reports dated February 21, 1997 on our consideration of Peach Tree Limited Partnership's internal control structure and on its compliance with laws and regulations. Certified Public Accountants Boothe, Vassar, Fox, and Fox 1001 East Farm Road 700 Big Spring , Texas 79720 915-263-1324 FAX 9 1 5-263-2124 INDEPENDENT AUDITORS' REPORT To the Partners Ponderosa Meadows, LTD. Limited Partnership We have audited the accompanying balance sheets of Ponderosa Meadows, LTD. Limited Partnership as of December 31, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the, Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Ponderosa Meadows, LTD. Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated January 29, 1997, on our consideration of Ponderosa Meadows, Ltd. Limited Partnership's internal control structure and a report dated January 29, 1997, on its compliance with laws and regulations. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 19 through 21 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 our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. BOOTHE, VASSAR, FOX AND FOX January 29, 1997 Big Spring, Texas GWEN WARD, P.C. Certified Public Accountant 609 University Drive Fort Worth, Texas 75107 (817) 336-5880 Independent Auditor's Report To the Partners of Rio Grande Apartments, Ltd. Eagle Pass, Texas I have audited the accompanying balance sheet of Rio Grande Apartments, Ltd. as of December 31, 1996 and 1995 the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnerships management. My responsibility is to ex-cress an opinion on these financial statements based on my audits. I conducted my audits in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that 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 Rio Grande Apartments, Ltd. as of December 31, 1996 and 1995 and the results of its operations, changes in partners, equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. My audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages I-17 and I-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 my opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Fort worth, Texas March 11, 1997 HOWE & ASSOCIATES, PC CERTIFIED PUBLIC ACCOUNTANTS 104 EAST BROADWAY COLUMBIA, MO 65203 February 13, 1997 INDEPENDENT AUDITOR'S REPORT Partners TROY ESTATES, LP We have audited the accompanying balance sheet and the related statements of income, owner's equity and cash flow for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from 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 and results of operations and cash flows of the Partnership for the years then ended in conformity with generally accepted accounting principles. Howe and Associates, PC Martin A. Starr, C.P.A. INDEPENDENT AUDITOR'S REPORT To the Partners Virginia Avenue Affordable Housing Limited Partnership We have audited the accompanying balance sheets of Virginia Avenue Affordable Housing Limited Partnership as of December 31, 1996 arid 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those 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 refereed to above present fairly, in all material respects, the financial position of Virginia Avenue Affordable Housing Limited Partnership as of December 3l, 1996 and 1995, and the results of its operations, the changes in partners' equity and cash flows for the years then ended in conformity with generally accepted accounting principles. My audit was made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on page 14 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 my opinion, is fairly stated in a11 material respects in relation to basic financial statements taken as a whole. Martin A. Starr Certified Public Accountant February 5, l997 4260 Truxtun Avenue, Ste. 140, Bakersfield, CA 93309 805-635-3185 FAX 805-635-3190 Boothe, Vassar, Fox and Fox Certified Public Accountants 1001 East Farm Road 700 Big Spring, Texas 79720 915-263-1324 FAX 915-263-2124 INDEPENDENT AUDITORS'REPORT To the Partners Vista Loma Apartments Limited Partnership We have audited the accompanying balance sheets of Vista Loma Apartments Limited Partnership as of December 3 1, 1996 and 1995, and the related statements of operations, partners' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards and Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Vista Loma Apartments Limited Partnership as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards issued by the Comptroller General of the United States, we have also issued a report dated January 29, 1997, on our consideration of Vista Loma Apartments Limited Partnership's internal control structure and a report dated January 29, 1997, on its compliance with laws and regulations. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplementary information shown on Pages 19 through 21 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 our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. BOOTHE, VASSAR, FOX AND FOX January 29, 1997 Big Spring, Texas RAJEEV RAJ Certified Public Accountants INDEPENDENT AUDITOR'S REPORT To the Partners of Chelsea Square Development Limited Partnership I have audited the accompanying balance sheet of Chelsea Square Development Limited Partnership (A Development Stage and a Massachusetts limited partnership) as of December 31, 1995, 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 general partner. My responsibility is to express an opinion on these financial statements based on my audit. I conducted my audit in accordance with generally accepted auditing standards. Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the general partner, 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 Chelsea Square Development Limited partnership as of December 31, 1995, and the results of its operations and its cash flows for the year then ended in conformity with generally accepted accounting principles. January 31 1996 1 ' Rajeev Raj C.P.A. 1600 Providence Highway Walpole, MA 02081 Tel: (508) 660-2592 Fax: (508) 660-1569 WALLACE SANDERS& COMPANY Crosspoint Atrium 8131 LBJ Freeway, Suite 875 Dallas, Texas 75251 Tel. 972/690-6301 Fax 972/669-3462 Independent Auditors' Report To the Partners of Community Dynamics - Fort Worth, Ltd. We have audited the accompanying balance sheets of Community Dynamics - - Fort Worth, Ltd., as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Community Dynamics - Fort Worth, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the 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. February 11, 1997 WALLACE SANDERS& COMPANY Crosspoint Atrium 8131 LBJ Freeway, Suite 875 Dallas, Texas 75251 Tel. 972/690-6301 Fax 972/669-3462 Independent Auditors' Report To the Partners of Community Dynamics - Plano, Ltd. We have audited the accompanying balance sheets of Community Dynamics - - Plano, Ltd., as of December 31, 1996 and 1995, and the related statements of operations, partners' equity and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Community Dynamics - Plano, Ltd., as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 16 and 17 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the 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. February 11, 1997 ARTHUR ANDERSEN LLP REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Partners of Jefferson Square, Ltd.: We have audited the accompanying balance sheets of JEFFERSON SQUARE, LTD. (a Colorado limited partnership) as of December 31, 1996 and 1995, and the related statements of operations, partners' capital accounts and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assess -mg 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 Jefferson Square, Ltd. as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended, in conformity with generally accepted accounting principles. Denver, Colorado February 12,1997 GRAHAM CARTER & JENNINGS, PLC CERTIFIED PUBLIC ACCOUNTANTS Harold D. Carter (1931-1993) Jack G. Jennings Walter H. Graham Michael J. Carter Independent Auditor's Report To the Partners Madison Limited Partnership We have audited the accompanying balance sheets of Madison Limited Partnership (a Virginia limited partnership), FmHA Project No.: 54-068- 0541436875 as of December 31, 1995 and 1994, and the related statements of operations, partners' capital and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Madison Limited Partnership, FMHA Project No.: 54-068-0541436875 as of December 31, 1995 and 1994, and the results of its operations, the changes in partners' capital and cash flows for the years then ended in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental information on pages 13 and 14 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. February 26, 1996 Scarbrough & Associates Certified Public Accountants For the financial solutions You need to succeed INDEPENDENT AUDITORS'REPORT To the Partners Northpointe, L.P. We have audited the accompanying balance sheets of Northpointe, L.P. as of December 31, 1996 and 1995, and the related statements of operations, partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. 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 Northpointe, L.P. as of December 31, 1996 and 1995, and the results of its operations, changes in partners' equity (deficit) and cash flows for the years then ended in conformity with generally accepted accounting principles. 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 14 and 15 is presented for purposes of additional analysis and is not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. Scarbrough & Associates, L.L.C. March 10, 1997 5500 NORTH OAK, SUITE 203 KANSAS CITY, MO 64118 FAX: (816) 455-5100 (816 ) 452-4272 Ruljancich Blume Loveridge & CO., PLLC Certified Public Accountants INDEPENDENT AUDITOR'S REPORT ON FINANCIAL STATEMENTS Partners Wedgewood Lane Associates, a Washington Limited Partnership Bellevue, Washington We have audited the accompanying balance sheets of Wedgewood Lane Associates, a Washington Limited Partnership, as of December 31, 1996, and 1995, and the related statements of operations, changes in partners' equity (deficit) and cash flows for the years then ended. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards and Government Auditing Standards, issued by the Comptrol1er General of the United States. Those standards require that we plan and perform an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wedgewood Lane Associates, a Washington Limited Partnership, as of December 31, 1996 and 1995, and the results of its operations and its cash flows for the years then ended in conformity with generally accepted accounting principles. In accordance with Government Auditing Standards, we have also issued a report, dated January 29, 1997, on our consideration of the Partnership's internal control structure and a report, dated January 29, 1997, on its compliance with laws and regulations. January 29, 1997 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 BALANCE SHEETS March 31, 1998 and 1997 Total - ---------------------------------- 1998 1997 - ---------------- ---------------- ASSETS INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D) $ 121,032,270 $ 134,386,913 OTHER ASSETS Cash and cash equivalents (notes A and I) 1,653,522 3,925,706 Investments available for sale (notes A and B) 2,970,867 1,393,309 Notes receivable (note E) 2,056,333 2,081,333 Deferred acquisition costs, net of accumulated amortization (notes A and C) 1,681,137 1,757,808 Organization costs, net of accumulated amortization (note A) 67,358 220,083 Other assets (note F) 1,728,300 2,080,483 - --------------- --------------- $ 131,189,787 $ 145,845,635 =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable and accrued expenses $ 4,553 $ 4,681 Accounts payable - affiliates (note C) 8,703,412 6,579,726 Capital contributions payable (note D) 2,726,063 3,765,854 - --------------- --------------- 11,434,028 10,350,261 - --------------- --------------- PARTNERS' CAPITAL (note A) Assignor limited partner Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 21,996,102 issued and outstanding to the assignees at March 31, 1998 and 1997 - - - Assignees Units of beneficial interest of the limited partnership interest of the assignor limited partner, 21,996,102 issued and outstanding at March 31, 1998 and 1997 120,447,861 136,032,541 General partner (692,102) (534,681) Unrealized loss on securities available for sale, net - - (2,486) - --------------- --------------- 119,755,759 135,495,374 - --------------- --------------- $ 131,189,787 $ 145,845,635 =============== ===============
(continued) F-5 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 BALANCE SHEETS - CONTINUED March 31, 1998 and 1997 Series 15 - ---------------------------------- 1998 1997 - --------------- --------------- ASSETS INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D) $ 16,246,406 $ 18,675,081 OTHER ASSETS Cash and cash equivalents (notes A and I) 156,717 246,845 Investments available for sale (notes A and B) 125,000 - Notes receivable (note E) 110,000 135,000 Deferred acquisition costs, net of accumulated amortization (notes A and C) 257,535 268,047 Organization costs, net of accumulated amortization (note A) - - - Other assets (note F) 473,086 475,563 - --------------- --------------- $ 17,368,744 $ 19,800,536 =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable and accrued expenses $ 1,145 $ 1,144 Accounts payable - affiliates (note C) 2,360,745 1,812,693 Capital contributions payable (note D) 32,922 178,680 - --------------- --------------- 2,394,812 1,992,517 - --------------- --------------- PARTNERS' CAPITAL (note A) Assignor limited partner Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 3,870,500 issued and outstanding to the assignees at March 31, 1998 and 1997 - - - Assignees Units of beneficial interest of the limited partnership interest of the assignor limited partner, 3,870,500 issued and outstanding at March 31, 1998 and 1997 15,156,864 17,962,610 General partner (182,932) (154,591) Unrealized gain on securities available for sale, net - - - - --------------- --------------- 14,973,932 17,808,019 - --------------- --------------- $ 17,368,744 $ 19,800,536 =============== ===============
(continued) F-6 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 BALANCE SHEETS - CONTINUED March 31, 1998 and 1997 Series 16 - ---------------------------------- 1998 1997 - --------------- --------------- ASSETS INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D) $ 30,777,843 $ 33,987,844 OTHER ASSETS Cash and cash equivalents (notes A and I) 199,558 1,183,424 Investments available for sale (notes A and B) 1,000,758 283,537 Notes receivable (note E) - - - Deferred acquisition costs, net of accumulated amortization (notes A and C) 412,871 429,721 Organization costs, net of accumulated amortization (note A) - - 44,630 Other assets (note F) 72,210 8,790 - --------------- --------------- $ 32,463,240 $ 35,937,946 =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable and accrued expenses $ - $ - Accounts payable - affiliates (note C) 2,235,091 1,743,106 Capital contributions payable (note D) 145,311 155,225 - --------------- --------------- 2,380,402 1,898,331 - --------------- --------------- PARTNERS' CAPITAL (note A) Assignor limited partner Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 5,429,402 issued and outstanding to the assignees at March 31, 1998 and 1997 - - - Assignees Units of beneficial interest of the limited partnership interest of the assignor limited partner, 5,429,402 issued and outstanding at March 31, 1998 and 1997 30,248,618 34,166,449 General partner (165,780) (126,206) Unrealized loss on securities available for sale, net - - (628) - --------------- --------------- 30,082,838 34,039,615 - --------------- --------------- $ 32,463,240 $ 35,937,946 =============== ===============
(continued) F-7 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 BALANCE SHEETS - CONTINUED March 31, 1998 and 1997 Series 17 - ---------------------------------- 1998 1997 - --------------- --------------- ASSETS INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D) $ 27,762,778 $ 30,804,793 OTHER ASSETS Cash and cash equivalents (notes A and I) 388,024 539,185 Investments available for sale (notes A and B) - - - Notes receivable (note E) 1,409,982 1,409,982 Deferred acquisition costs, net of accumulated amortization (notes A and C) 373,197 396,522 Organization costs, net of accumulated amortization (note A) 10,804 50,533 Other assets (note F) 1,121,814 1,329,684 - --------------- --------------- $ 31,066,599 $ 34,530,699 =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable and accrued expenses $ - $ - Accounts payable - affiliates (note C) 2,159,306 1,593,932 Capital contributions payable (note D) 1,367,195 1,844,259 - --------------- --------------- 3,526,501 3,438,191 - --------------- --------------- PARTNERS' CAPITAL (note A) Assignor limited partner Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 5,000,000 issued and outstanding to the assignees at March 31, 1998 and 1997 - - - Assignees Units of beneficial interest of the limited partnership interest of the assignor limited partner, 5,000,000 issued and outstanding at March 31, 1998 and 1997 27,694,376 31,211,262 General partner (154,278) (118,754) Unrealized gain on securities available for sale, net - - - - --------------- --------------- 27,540,098 31,092,508 - --------------- --------------- $ 31,066,599 $ 34,530,699 =============== ===============
(continued) F-8 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 BALANCE SHEETS - CONTINUED March 31, 1998 and 1997 Series 18 - ---------------------------------- 1998 1997 - --------------- --------------- ASSETS INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D) $ 20,921,603 $ 23,513,680 OTHER ASSETS Cash and cash equivalents (notes A and I) 301,444 766,409 Investments available for sale (notes A and B) 474,000 173,619 Notes receivable (note E) 536,351 536,351 Deferred acquisition costs, net of accumulated amortization (notes A and C) 280,569 291,983 Organization costs, net of accumulated amortization (note A) 18,772 49,526 Other assets (note F) 44,622 41,564 - --------------- --------------- $ 22,577,361 $ 25,373,132 =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable and accrued expenses $ - $ 129 Accounts payable - affiliates (note C) 1,048,041 741,114 Capital contributions payable (note D) 717,635 755,887 - --------------- --------------- 1,765,676 1,497,130 - --------------- --------------- PARTNERS' CAPITAL (note A) Assignor limited partner Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 3,616,200 issued and outstanding to the assignees at March 31, 1998 and 1997 - - - Assignees Units of beneficial interest of the limited partnership interest of the assignor limited partner, 3,616,200 issued and outstanding at March 31, 1998 and 1997 20,913,795 23,947,845 General partner (102,110) (71,463) Unrealized loss on securities available for sale, net - - (380) - --------------- --------------- 20,811,685 23,876,002 - --------------- --------------- $ 22,577,361 $ 25,373,132 =============== ===============
(continued) F-9 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 BALANCE SHEETS - CONTINUED March 31, 1998 and 1997 Series 19 - ---------------------------------- 1998 1997 - --------------- --------------- ASSETS INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (notes A and D) $ 25,323,640 $ 27,405,515 OTHER ASSETS Cash and cash equivalents (notes A and I) 607,779 1,189,843 Investments available for sale (notes A and B) 1,371,109 936,153 Notes receivable (note E) - - - Deferred acquisition costs, net of accumulated amortization (notes A and C) 356,965 371,535 Organization costs, net of accumulated amortization (note A) 37,782 75,394 Other assets (note F) 16,568 224,882 - --------------- --------------- $ 27,713,843 $ 30,203,322 =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Accounts payable and accrued expenses $ 3,408 $ 3,408 Accounts payable - affiliates (note C) 900,229 688,881 Capital contributions payable (note D) 463,000 831,803 - --------------- --------------- 1,366,637 1,524,092 - --------------- --------------- PARTNERS' CAPITAL (note A) Assignor limited partner Units of limited partnership interest consisting of 22,000,000 authorized beneficial assignee certificates (BACs), $10 stated value per BAC, 4,080,000 issued and outstanding to the assignees at March 31, 1998 and 1997 - - - Assignees Units of beneficial interest of the limited partnership interest of the assignor limited partner, 4,080,000 issued and outstanding at March 31, 1998 and 1997 26,434,208 28,744,375 General partner (87,002) (63,667) Unrealized loss on securities available for sale, net - - (1,478) - --------------- --------------- 26,347,206 28,679,230 - --------------- --------------- $ 27,713,843 $ 30,203,322 =============== ===============
See notes to financial statements F-10 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF OPERATIONS Years ended March 31, 1998, 1997 and 1996 Total - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Income Interest income $ 341,565 $ 555,991 $ 1,034,800 - --------------- --------------- --------------- Share of losses from operating limited partnerships (note A) (13,145,436) (15,051,842)* (14,435,496) - --------------- --------------- --------------- Expenses Professional fees 212,668 290,823 277,646 Partnership management fee (note C) 2,092,597 2,253,062 2,399,311 Amortization (note A) 229,396 246,638 246,807 General and administrative expenses (note C) 403,569 419,849 389,851 - --------------- --------------- --------------- 2,938,230 3,210,372 3,313,615 - --------------- --------------- --------------- NET LOSS (note A) $ (15,742,101) $ (17,706,223) $ (16,714,311) =============== =============== =============== Net loss allocated to general partner $ (157,421) $ (177,062) $ (167,142) =============== =============== =============== Net loss allocated to assignees $ (15,584,680) $ (17,529,161) $ (16,547,169) =============== =============== =============== Net loss per BAC $ (0.71) $ (0.80) $ (0.75) =============== =============== ===============
* Net of gain on disposal of operating limited partnership (Series 16) of $761 during 1997 and (Series 19) of $888,473 during 1996, respectively. (continued) F-11 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF OPERATIONS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 15 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Income Interest income $ 172,690 $ 173,892 $ 192,705 - --------------- --------------- --------------- Share of losses from operating limited partnerships (note A) (2,428,483) (3,039,112) (3,201,668) - --------------- --------------- --------------- Expenses Professional fees 51,181 60,084 50,472 Partnership management fee (note C) 468,703 473,378 499,184 Amortization (note A) 10,512 36,743 36,843 General and administrative expenses (note C) 47,898 37,996 43,328 - --------------- --------------- --------------- 578,294 608,201 629,827 - --------------- --------------- --------------- NET LOSS (note A) $ (2,834,087) $ (3,473,421) $ (3,638,790) =============== =============== =============== Net loss allocated to general partner $ (28,341) $ (34,734) $ (36,388) =============== =============== =============== Net loss allocated to assignees $ (2,805,746) $ (3,438,687) $ (3,602,402) =============== =============== =============== Net loss per BAC $ (0.72) $ (0.89) $ (0.93) =============== =============== ===============
(continued) F-12 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF OPERATIONS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 16 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Income Interest income $ 60,331 $ 71,599 $ 127,067 - --------------- --------------- --------------- Share of losses from operating limited partnerships (note A) (3,196,773) (3,052,073)* (3,778,516) - --------------- --------------- --------------- Expenses Professional fees 58,798 53,174 66,842 Partnership management fee (note C) 599,941 572,972 646,906 Amortization (note A) 61,480 61,438 61,532 General and administrative expenses (note C) 100,744 94,461 82,878 - --------------- --------------- --------------- 820,963 782,045 858,158 - --------------- --------------- --------------- NET LOSS (note A) $ (3,957,405) $ (3,762,519) $ (4,509,607) =============== =============== =============== Net loss allocated to general partner $ (39,574) $ (37,625) $ (45,096) =============== =============== =============== Net loss allocated to assignees $ (3,917,831) $ (3,724,894) $ (4,464,511) =============== =============== =============== Net loss per BAC $ (0.72) $ (0.69) $ (0.82) =============== =============== ===============
* Net of gain on disposal of operating limited partnership (Series 16) of $761. (continued) F-13 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF OPERATIONS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 17 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Income Interest income $ 17,342 $ 43,090 $ 85,172 - --------------- --------------- --------------- Share of losses from operating limited partnerships (note A) (2,857,430) (3,504,918) (3,144,888) - --------------- --------------- --------------- Expenses Professional fees 39,610 78,784 71,386 Partnership management fee (note C) 498,103 512,189 506,412 Amortization (note A) 63,054 55,279 55,408 General and administrative expenses (note C) 111,555 107,688 78,508 - --------------- --------------- --------------- 712,322 753,940 711,714 - --------------- --------------- --------------- NET LOSS (note A) $ (3,522,410) $ (4,215,768) $ (3,771,430) =============== =============== =============== Net loss allocated to general partner $ (35,524) $ (42,158) $ (37,714) =============== =============== =============== Net loss allocated to assignees $ (3,516,886) $ (4,173,610) $ (3,733,716) =============== =============== =============== Net loss per BAC $ (0.70) $ (0.83) $ (0.75) =============== =============== ===============
(continued) F-14 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF OPERATIONS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 18 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Income Interest income $ 34,155 $ 46,186 $ 139,504 - --------------- --------------- --------------- Share of losses from operating limited partnerships (note A) (2,589,608) (2,594,599) (2,451,672) - --------------- --------------- --------------- Expenses Professional fees 31,410 35,490 40,385 Partnership management fee (note C) 347,356 326,168 363,632 Amortization (note A) 42,168 42,167 42,298 General and administrative expenses (note C) 88,310 83,478 66,451 - --------------- --------------- --------------- 509,244 487,303 512,766 - --------------- --------------- --------------- NET LOSS (note A) $ (3,064,697) $ (3,035,716) $ (2,824,934) =============== =============== =============== Net loss allocated to general partner $ (30,647) $ (30,357) $ (28,249) =============== =============== =============== Net loss allocated to assignees $ (3,034,050) $ (3,005,359) $ (2,796,685) =============== =============== =============== Net loss per BAC $ (0.84) $ (0.83) $ (0.77) =============== =============== ===============
(continued) F-15 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF OPERATIONS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 19 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Income Interest income $ 57,047 $ 221,224 $ 490,352 - --------------- --------------- --------------- Share of losses from operating limited partnerships (note A)* (2,073,142) (2,861,140) (1,858,752) - --------------- --------------- --------------- Expenses Professional fees 31,669 63,291 48,561 Partnership management fee (note C) 178,494 368,355 383,177 Amortization (note A) 52,182 51,011 50,726 General and administrative expenses (note C) 55,062 96,226 118,686 - --------------- --------------- --------------- 317,407 578,883 601,150 - --------------- --------------- --------------- NET LOSS (note A) $ (2,333,502) $ (3,218,799) $ (1,969,550) =============== =============== =============== Net loss allocated to general partner $ (23,335) $ (32,188) $ (19,695) =============== =============== =============== Net loss allocated to assignees $ (2,310,167) $ (3,186,611) $ (1,949,855) =============== =============== =============== Net loss per BAC $ (0.57) $ (0.78) $ (0.48) =============== =============== ===============
* Net of gain on disposal of operating limited partnership (Series 19) of $888,473. See notes to financial statements F-16 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL Years ended March 31, 1998, 1997 and 1996 Unrealized gain (loss) in securities available for Total Assignees General partner sale, net Total - ---------------------------------- --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1995 $ 170,108,871 $ (190,477) $ (102,691) $ 169,815,703 Net change in unrealized gain (loss) on securities available for sale - - - 114,621 114,621 Net loss (16,547,169) (167,142) - (16,714,311) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1996 153,561,702 (357,619) 11,930 153,216,013 Net change in unrealized gain (loss) on securities available for sale - - - (14,416) (14,416) Net loss (17,529,161) (177,062) - (17,706,223) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1997 136,032,541 (534,681) (2,486) 135,495,374 Net change in unrealized gain (loss) on securities available for sale - - - 2,486 2,486 Net loss (15,584,680) (157,421) - (15,742,401) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1998 $ 120,447,861 $ (692,102) $ - $ 119,755,759 =============== =============== =============== ===============
(continued) F-17 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED Years ended March 31, 1998, 1997 and 1996 Unrealized gain (loss) in securities available for Series 15 Assignees General partner sale, net Total - ---------------------------------- --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1995 $ 25,003,699 $ (83,469) $ 187 $ 24,920,417 Net change in unrealized gain (loss) on securities available for sale - - - 162 162 Net loss (3,602,402) (36,388) - (3,638,790) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1996 21,401,297 (119,857) 349 21,281,789 Net change in unrealized gain (loss) on securities available for sale - - - (349) (349) Net loss (3,438,687) (34,734) - (3,473,421) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1997 17,962,610 (154,591) - 17,808,019 Net change in unrealized gain (loss) on securities available for sale - - - - - Net loss (2,805,746) (28,341) - (2,834,087) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1998 $ 15,156,864 $ (182,932) $ - $ 14,973,932 =============== =============== =============== ===============
(continued) F-18 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED Years ended March 31, 1998, 1997 and 1996 Unrealized gain (loss) in securities available for Series 16 Assignees General partner sale, net Total - ---------------------------------- --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1995 $ 42,355,854 $ (43,485) $ (67,388) $ 42,244,981 Net change in unrealized gain (loss) on securities available for sale - - - 68,305 68,305 Net loss (4,464,511) (45,096) - (4,509,607) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1996 37,891,343 (88,581) 917 37,803,679 Net change in unrealized gain (loss) on securities available for sale - - - (1,545) (1,545) Net loss (3,724,894) (37,625) - (3,762,519) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1997 34,166,449 (126,206) (628) 34,039,615 Net change in unrealized gain (loss) on securities available for sale - - - 628 628 Net loss (3,917,831) (39,574) - (3,957,405) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1998 $ 30,248,618 $ (165,780) $ - $ 30,082,838 =============== =============== =============== ===============
(continued) F-19 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED Years ended March 31, 1998, 1997 and 1996 Unrealized gain (loss) in securities available for Series 17 Assignees General partner sale, net Total - ---------------------------------- --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1995 $ 39,118,588 $ (38,882) $ 24 $ 39,079,730 Net change in unrealized gain (loss) on securities available for sale - - - 1,440 1,440 Net loss (3,733,716) (37,714) - (3,771,430) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1996 35,384,872 (76,596) 1,464 35,309,740 Net change in unrealized gain (loss) on securities available for sale - - - (1,464) (1,464) Net loss (4,173,610) (42,158) - (4,215,768) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1997 31,211,262 (118,754) - 31,092,508 Net change in unrealized gain (loss) on securities available for sale - - - - - Net loss (3,516,886) (35,524) - (3,552,410) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1998 $ 27,694,376 $ (154,278) $ - $ 27,540,098 =============== =============== =============== ===============
(continued) F-20 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED Years ended March 31, 1998, 1997 and 1996 Unrealized gain (loss) in securities available for Series 18 Assignees General partner sale, net Total - ---------------------------------- --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1995 $ 29,749,889 $ (12,857) $ (3,420) $ 29,733,612 Net change in unrealized gain (loss) on securities available for sale - - - 4,921 4,921 Net loss (2,796,685) (28,249) - (2,824,934) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1996 26,953,204 (41,106) 1,501 26,913,599 Net change in unrealized gain (loss) on securities available for sale - - - (1,881) (1,881) Net loss (3,005,359) (30,357) - (3,035,716) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1997 23,947,845 (71,463) (380) 23,876,002 Net change in unrealized gain (loss) on securities available for sale - - - 380 380 Net loss (3,034,050) (30,647) - (3,064,697) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1998 $ 20,913,795 $ (102,110) $ - $ 20,811,685 =============== =============== =============== ===============
(continued) F-21 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CHANGES IN PARTNERS' CAPITAL - CONTINUED Years ended March 31, 1998, 1997 and 1996 Unrealized gain (loss) in securities available for Series 19 Assignees General partner sale, net Total - ---------------------------------- --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1995 $ 33,880,841 $ (11,784) $ (32,094) $ 33,836,963 Net change in unrealized gain (loss) on securities available for sale - - - 39,793 39,793 Net loss (1,949,855) (19,695) - (1,969,550) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1996 31,930,986 (31,479) 7,699 31,907,206 Net change in unrealized gain (loss) on securities available for sale - - - (9,177) (9,177) Net loss (3,186,611) (32,188) - (3,218,799) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1997 28,744,375 (63,667) (1,478) 28,679,230 Net change in unrealized gain (loss) on securities available for sale - - - 1,478 1,478 Net loss (2,310,167) (23,335) - (2,333,502) --------------- - --------------- --------------- -------------- Partners' capital (deficit), March 31, 1998 $ 26,434,208 $ (87,002) $ - $ 26,347,206 =============== =============== =============== ===============
See notes to financial statements F-22 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS Years ended March 31, 1998, 1997 and 1996 Total 1998 1997 1996 - --------------- --------------- --------------- Cash flows from operating activities Net loss $ (15,742,101) $ (17,706,223) $ (16,714,311) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Share of losses from operating limited partnerships 13,145,436 15,051,842 14,435,496 Distributions received from operating limited partnerships 38,883 18,811 18,412 Amortization 229,396 246,638 246,807 Changes in assets and liabilities Other assets (21,176) (93,710) (125,159) Accounts payable and accrued expenses (128) (70,527) 70,442 Accounts payable - affiliates 2,123,686 2,125,321 2,191,716 - --------------- --------------- --------------- Net cash provided by (used in) operating activities (226,004) (427,848) 123,403 - --------------- --------------- --------------- Cash flows from investing activities Acquisition costs (paid)/reimbursed (for)/from operating limited partnerships - - 15,000 (182,571) Capital contributions paid to operating limited partnerships (434,860) (4,280,314) (17,638,595) (Advances)/repayments (to)/from operating limited partnerships (31,000) (74,034) 2,945,152 Purchase of investments (net of proceeds from sale of investments) (1,580,320) 3,734,042 9,530,375 - --------------- --------------- --------------- Net cash used in investing activities (2,046,180) (605,306) (5,345,639) - --------------- --------------- --------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (2,272,184) (1,033,154) (5,222,236) Cash and cash equivalents, beginning 3,925,706 4,958,860 10,181,096 - --------------- --------------- --------------- Cash and cash equivalents, end $ 1,653,522 $ 3,925,706 $ 4,958,860 =============== =============== ===============
(continued) F-23 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Total - ----------------------------------------------------- 1997 1997 1996 - --------------- --------------- --------------- Supplemental schedule of noncash investing and financing activities The fund has increased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnerships $ - - $ 2,504,963 $ 1,426,703 =============== =============== =============== The fund has adjusted its investment and decreased its capital contribution obligation in operating limited partnerships for low- income tax credits not generated $ 164,471 $ 287,710 $ 381,901 =============== =============== =============== The fund has recorded capital contributions (syndication proceeds) being held and subsequently released by the escrow agent $ - - $ - $ 2,274,224 =============== =============== =============== The fund has adjusted its investment in and increased its capital contribution obligation in operating limited partnerships for low- income tax credits generated $ - - $ 13,283 $ 117,717 =============== =============== =============== The fund has decreased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnership disposed of during the year $ - - $ 32,504 $ 2,424,400 =============== =============== =============== The fund has applied notes receivable and advances against installments of capital contributions $ 442,360 $ 3,691,747 $ - =============== =============== =============== The fund has increased its deferred acquisition costs for operating limited partnership disposed of during year $ - - $ 4,675 $ - =============== =============== =============== The fund has increased (decreased) its investments available for sale for unrealized gains (losses) $ (2,486) $ (14,416) $ 114,621 =============== =============== ===============
(continued) F-24 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 15 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Cash flows from operating activities Net loss $ (2,834,087) $ (3,473,421) $ (3,638,790) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Share of losses from operating limited partnerships 2,428,483 3,039,112 3,201,668 Distributions received from operating limited partnerships 3,026 1,408 6,337 Amortization 10,512 36,743 36,843 Amortization of bond discount/premium - - - - Changes in assets and liabilities Other assets (1,047) (183,399) (711) Accounts payable and accrued expenses 1 (67,712) 67,501 Accounts payable - affiliates 548,052 548,052 488,042 - --------------- --------------- --------------- Net cash provided by (used in) operating activities 154,940 (99,217) 160,890 - --------------- --------------- --------------- Cash flows from investing activities Acquisition costs reimbursed from operating limited partnerships - - 2,640 - Capital contributions paid to operating limited partnerships (145,068) (21,600) (1,269,931) Repayments from operating limited partnerships 25,000 50,000 262,350 Purchase of investments (net of proceeds from sale of investments) (125,000) 151,594 33,243 - --------------- --------------- --------------- Net cash provided by (used in) investing activities (245,068) 182,634 (974,338) - --------------- --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (90,128) 83,417 (813,448) Cash and cash equivalents, beginning 246,845 163,428 976,876 - --------------- --------------- --------------- Cash and cash equivalents, end $ 156,717 $ 246,845 $ 163,428 =============== =============== ===============
(continued) F-25 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 15 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Supplemental schedule of noncash investing and financing activities The fund has increased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnerships $ - - $ - $ - =============== =============== =============== The fund has adjusted its investment and decreased its capital contribution obligation in operating limited partnerships for low- income tax credits not generated $ 2,522 $ 2,469 $ 11,832 =============== =============== =============== The fund has recorded capital contributions (syndication proceeds) being held and subsequently released by the escrow agent $ - - $ - $ - =============== =============== =============== The fund has adjusted its investment in and increased its capital contribution obligation in operating limited partnerships for low- income tax credits generated $ - - $ - $ - =============== =============== =============== The fund has decreased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnership disposed of during the year $ - - $ - $ - =============== =============== =============== The fund has applied notes receivable and advances against installments of capital contributions $ - - $ - $ - =============== =============== =============== The fund has increased its deferred acquisition costs for operating partnerships disposed of during year $ - - $ - $ - =============== =============== =============== The fund has increased (decreased) its investments available for sale for unrealized gains (losses) $ (628) $ (349) $ 162 =============== =============== ===============
(continued) F-26 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 16 - ----------------------------------------------------- 1997 1997 1996 - --------------- --------------- --------------- Cash flows from operating activities Net loss $ (3,957,405) $ (3,762,519) $ (4,509,607) Adjustments to reconcile net loss to net cash used in operating activities Share of losses from operating limited partnerships 3,196,773 3,052,073 3,778,516 Distributions received from operating limited partnerships 13,312 2,675 7,361 Amortization 61,480 61,438 61,532 Changes in assets and liabilities Other assets (2,256) 24,312 18,315 Accounts payable and accrued expenses - - (100) (1,043) Accounts payable - affiliates 491,985 491,988 571,980 - --------------- --------------- --------------- Net cash used in operating activities (196,111) (130,133) (72,946) - --------------- --------------- --------------- Cash flows from investing activities Acquisition costs reimbursed from operating limited partnerships - - 3,700 - Capital contributions paid to operating limited partnerships (9,914) (292,588) (2,444,175) (Advances)/repayments (to)/from operating limited partnerships (56,000) 63,200 222,000 Purchase of investments (net of proceeds from sale of investments) (721,841) 109,754 967,118 - --------------- --------------- --------------- Net cash used in investing activities (787,755) (115,934) (1,255,057) - --------------- --------------- --------------- NET DECREASE IN CASH AND CASH EQUIVALENTS (983,866) (246,067) (1,328,003) Cash and cash equivalents, beginning 1,183,424 1,429,491 2,757,494 - --------------- --------------- --------------- Cash and cash equivalents, end $ 199,558 $ 1,183,424 $ 1,429,491 =============== =============== ===============
(continued) F-27 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 16 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Supplemental schedule of noncash investing and financing activities The fund has increased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnerships $ - - $ - $ - =============== =============== =============== The fund has adjusted its investment and decreased its capital contribution obligation in operating limited partnerships for low- income tax credits not generated $ - - $ - $ 40,727 =============== =============== =============== The fund has recorded capital contributions (syndication proceeds) being held and subsequently released by the escrow agent $ - - $ - $ 86,655 =============== =============== =============== The fund has adjusted its investment in and increased its capital contribution obligation in operating limited partnerships for low- income tax credits generated $ - - $ - $ - =============== =============== =============== The fund has decreased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnership disposed of during the year $ - - $ 32,504 $ - =============== =============== =============== The fund has applied notes receivable and advances against installments of capital contributions $ - - $ 420,164 $ - =============== =============== =============== The fund has increased its deferred acquisition costs for operating limited partnership disposed of during year $ - - $ 4,675 $ - =============== =============== =============== The fund has increased (decreased) its investments available for sale for unrealized gains (losses) $ - - $ (1,545) $ 68,305 =============== =============== ===============
(continued) F-28 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 17 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Cash flows from operating activities Net loss $ (3,552,410) $ (4,215,768) $ (3,771,430) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Share of losses from operating limited partnerships 2,857,430 3,504,918 3,144,888 Distributions received from operating limited partnerships 11,343 3,381 2,436 Amortization 63,054 55,279 55,408 Amortization of bond discount/premium - - - - Changes in assets and liabilities Other assets (2,017) 44,746 47,464 Accounts payable and accrued expenses - - - (417) Accounts payable - affiliates 565,374 572,246 606,821 - --------------- --------------- --------------- Net cash provided by (used in) operating activities (57,226) (35,198) 85,170 - --------------- --------------- --------------- Cash flows from investing activities Acquisition costs (paid)/reimbursed (for)/from operating limited partnerships - - 3,410 (182,571) Capital contributions paid to operating limited partnerships (93,935) (155,696) (3,724,505) (Advances)/repayments (to)/from operating limited partnerships - - (187,234) 577,530 Purchase of investments (net of proceeds from sale of investments) - - 628,486 1,838,871 - --------------- --------------- --------------- Net cash provided by (used in) investing activities (93,935) 288,966 (1,490,675) - --------------- --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (151,161) 253,768 (1,405,505) Cash and cash equivalents, beginning 539,185 285,417 1,690,922 - --------------- --------------- --------------- Cash and cash equivalents, end $ 388,024 $ 539,185 $ 285,417 =============== =============== ===============
(continued) F-29 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 17 - ---------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Supplemental schedule of noncash investing and financing activities The fund has increased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnerships $ $ - $ 1,338,057 =============== =============== =============== The fund has adjusted its investment and decreased its capital contribution obligation in operating limited partnerships for low- income tax credits not generated $ 161,949 $ 5,629 $ - =============== =============== =============== The fund has recorded capital contributions (syndication proceeds) being held and subsequently released by the escrow agent $ - - $ - $ - =============== =============== =============== The fund has adjusted its investment in and increased its capital contribution obligation in operating limited partnerships for low- income tax credits generated $ - - $ - $ 117,717 =============== =============== =============== The fund has decreased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnership disposed of during the year $ - - $ - $ - =============== =============== =============== The fund has applied notes receivable and advances against installments of capital contributions $ 221,180 $ 307,137 $ - =============== =============== =============== The fund has increased its deferred acquisition costs for operating limited partnership disposed of during year $ - - $ - $ - =============== =============== =============== The fund has increased (decreased) its investments available for sale for unrealized gains (losses) $ - - $ (1,464) $ 1,440 =============== =============== ===============
(continued) F-30 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 18 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Cash flows from operating activities Net loss $ (3,064,697) $ (3,035,716) $ (2,824,934) Adjustments to reconcile net loss to net cash used in operating activities Share of losses from operating limited partnerships 2,589,608 2,594,599 2,451,672 Distributions received from operating limited partnerships 2,469 7,958 2,278 Amortization 42,168 42,167 42,298 Changes in assets and liabilities Other assets (2,990) (33,512) (148) Accounts payable and accrued expenses (129) (1,622) (100) Accounts payable - affiliates 306,927 306,951 241,696 - --------------- --------------- --------------- Net cash used in operating activities (126,644) (119,175) (87,238) - --------------- --------------- --------------- Cash flows from investing activities Acquisition costs reimbursed from operating limited partnerships - - 2,465 - Capital contributions paid to operating limited partnerships (38,320) (118,711) (5,518,309) Repayments from operating limited partnerships - - - 707,822 Purchase of investments (net of proceeds from sale of investments) (300,001) 472,430 3,613,472 - --------------- --------------- --------------- Net cash provided by (used in) investing activities (338,321) 356,184 (1,197,015) - --------------- --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (464,965) 237,009 (1,284,253) Cash and cash equivalents, beginning 766,409 529,400 1,813,653 - --------------- --------------- --------------- Cash and cash equivalents, end $ 301,444 $ 766,409 $ 529,400 =============== =============== ===============
(continued) F-31 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 18 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Supplemental schedule of noncash investing and financing activities The fund has increased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnerships $ - - $ - $ - =============== =============== =============== The fund has adjusted its investment and decreased its capital contribution obligation in operating limited partnerships for low- income tax credits not generated $ - - $ - $ 6,349 =============== =============== =============== The fund has recorded capital contributions (syndication proceeds) being held and subsequently released by the escrow agent $ - - $ - $ 1,067,200 =============== =============== =============== The fund has adjusted its investment in and increased its capital contribution obligation in operating limited partnerships for low- income tax credits generated $ - - $ 13,283 $ - =============== =============== =============== The fund has decreased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnership disposed of during the year $ - - $ - $ - =============== =============== =============== The fund has applied notes receivable and advances against installments of capital contributions $ - - $ - $ - =============== =============== =============== The fund has increased its deferred acquisition costs for operating limited partnership disposed of during year $ - - $ - $ - =============== =============== =============== The fund has increased (decreased) its investments available for sale for unrealized gains (losses) $ (380) $ (1,881) $ 4,921 =============== =============== ===============
(continued) F-32 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 19 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Cash flows from operating activities Net loss $ (2,333,502) $ (3,218,799) $ (1,969,550) Adjustments to reconcile net loss to net cash provided by (used in) operating activities Share of losses from operating limited partnerships 2,073,142 2,861,140 1,858,752 Distributions received from operating limited partnerships 8,733 3,389 - Amortization 52,182 51,011 50,726 Changes in assets and liabilities Other assets (12,866) 54,143 (190,079) Accounts payable and accrued expenses - - (1,093) 4,501 Accounts payable - affiliates 211,348 206,084 283,177 - --------------- --------------- --------------- Net cash provided by (used in) operating activities (963) (44,125) 37,527 - --------------- --------------- --------------- Cash flows from investing activities Acquisition costs reimbursed from operating limited partnerships - - 2,785 - Capital contributions paid to operating limited partnerships (147,623) (3,691,719) (4,681,675) Repayments from operating limited partnerships - - - 1,175,450 Purchase of investments (net of proceeds from sale of investments) (433,478) 2,371,778 3,077,671 - --------------- --------------- --------------- Net cash provided by (used in) investing activities (581,101) (1,317,156) (428,554) - --------------- --------------- --------------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (582,064) (1,361,281) (391,027) Cash and cash equivalents, beginning 1,189,843 2,551,124 2,942,151 - --------------- --------------- --------------- Cash and cash equivalents, end $ 607,779 $ 1,189,843 $ 2,551,124 =============== =============== ===============
(continued) F-33 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 STATEMENTS OF CASH FLOWS - CONTINUED Years ended March 31, 1998, 1997 and 1996 Series 19 - ----------------------------------------------------- 1998 1997 1996 - --------------- --------------- --------------- Supplemental schedule of noncash investing and financing activities The fund has increased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnerships $ - - $ 2,504,963 $ 88,646 =============== =============== =============== The fund has adjusted its investment and decreased its capital contribution obligation in operating limited partnerships for low- income tax credits not generated $ - - $ 279,612 $ 322,993 =============== =============== =============== The fund has recorded capital contributions (syndication proceeds) being held and subsequently released by the escrow agent $ - - $ - $ 1,120,369 =============== =============== =============== The fund has adjusted its investment in and increased its capital contribution obligation in operating limited partnerships for low- income tax credits generated $ - - $ - $ - =============== =============== =============== The fund has decreased its investments in operating limited partnerships for unpaid capital contributions due to the operating limited partnership disposed of during the year $ - - $ - $ 2,424,400 =============== =============== =============== The fund has applied notes receivable and advances against installments of capital contributions $ 221,180 $ 2,964,446 $ - =============== =============== =============== The fund has increased its deferred acquisition costs for operating limited partnership disposed of during year $ - - $ - $ - =============== =============== =============== The fund has increased (decreased) its investments available for sale for unrealized gains (losses) $ (1,478) $ (9,177) $ 39,793 =============== =============== ===============
See notes to financial statements F-34 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS March 31, 1998, 1997 and 1996 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Boston Capital Tax Credit Fund III L.P. (the "fund") was formed under the laws of the State of Delaware on September 19, 1991, for the purpose of acquiring, holding, and disposing of limited partnership interests in operating limited partnerships which will acquire, develop, rehabilitate, operate and own newly constructed, existing or rehabilitated apartment complexes, which qualify for the Low-Income Housing Tax Credit established by the Tax Reform Act of 1986. Certain of the apartment complexes may also qualify for the Historic Rehabilitation Tax Credit for their rehabilitation of a certified historic structure; accordingly, the apartment complexes are restricted as to rent charges and operating methods and are subject to the provisions of Section 42(g)(2) of the Internal Revenue Code relating to the Rehabilitation Investment Credit. The general partner of the fund is Boston Capital Associates III L.P. and the limited partner is BCTC III Assignor Corp. (the "assignor limited partner"). Pursuant to the Securities Act of 1933, the fund filed a Form S-11 Registration Statement with the Securities and Exchange Commission, effective January 24, 1992, which covered the offering (the "Public Offering") of the fund's beneficial assignee certificates ("BACs") representing assignments of units of the beneficial interest of the limited partnership interest of the assignor limited partner. The fund originally registered 20,000,000 BACs at $10 per BAC for sale to the public in one or more series. An additional 2,000,000 BACS at $10 per BAC were registered for sale to the public in one or more series on September 4, 1994. BACs sold in bulk were offered to investors at a reduced cost per BAC. The BACs issued and outstanding in each series at March 31, 1998 and 1997 are as follows: Series 15 3,870,500 Series 16 5,429,402 Series 17 5,000,000 Series 18 3,616,200 Series 19 4,080,000 --------------- Total 21,996,102 ===============
In accordance with the limited partnership agreements, profits, losses, and cash flow (subject to certain priority allocations and distributions) and tax credits are allocated 99% to the assignees and 1% to the general partner. F-35 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments in Operating Limited Partnerships --------------------------------------------- The fund accounts for its investments in operating limited partnerships using the equity method, whereby the fund adjusts its investment cost for its share of each operating limited partnership's results of operations and for any distributions received or accrued. However, the fund recognizes individual operating partnership's losses only to the extent that the fund's share of losses of the operating partnerships does not exceed the carrying amount of its investment. Unrecognized losses are suspended and offset against future individual operating partnership's income. A loss in value of an investment in an operating partnership other than a temporary decline would be recorded as an impairment loss. Impairment is measured by comparing the investment carrying amount to the sum of the total amount of the remaining tax credits allocated to the fund and the estimated residual value of the investment. Capital contributions to operating partnerships are adjusted by tax credit adjusters. Tax credit adjusters are defined as adjustments to operating partnership capital contributions due to reductions in actual tax credits from those originally projected. The fund records tax credit adjusters as a reduction in investment in operating partnerships and capital contributions payable. The operating partnerships maintain their financial statements based on a calendar year and the fund utilizes a March 31 year end. The fund records losses and income from the operating partnerships on a calendar year basis which is not materially different from losses and income generated if the operating partnerships utilized a March 31 year end. The fund records capital contributions payable to the operating partnerships once there is a binding obligation to fund a specified amount. The operating partnerships record capital contributions from the fund when received. The fund records acquisition costs as an increase in its investment in operating partnerships. Certain operating partnerships have not recorded the acquisition costs as a capital contribution from the fund. These differences are shown as reconciling items in note D. F-36 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Investments in Operating Limited Partnerships (Continued) --------------------------------------------- During the years ended March 31, 1998, 1997 and 1996, the fund acquired interests in operating limited partnerships as follows: 1998 1997 1996 --------------- - --------------- --------------- Series 15 - - - - Series 16 - - - 1 Series 17 - - - 1 Series 18 - - - - Series 19 - 1 1 --------------- - --------------- --------------- - 1 3 =============== =============== ===============
Organization Costs ------------------ Initial organization and offering expenses, common to all series, are allocated on a percentage of equity raised to each series. Organization costs are being amortized on the straight-line method over 60 months. Accumulated amortization as of March 31, 1998 and 1997 is as follows: 1998 1997 --------------- - --------------- Series 15 $ 167,077 $ 167,077 Series 16 227,910 183,280 Series 17 195,084 155,355 Series 18 131,524 100,769 Series 19 145,476 107,865 --------------- - --------------- $ 867,071 $ 714,346 =============== ===============
F-37 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Deferred Acquisition Costs -------------------------- Acquisition costs were deferred until March 31, 1995. As of April 1, 1995, the fund reallocated certain acquisition costs, common to all Series, based on a percentage of equity raised to each Series. Acquisition costs are being amortized on the straight-line method starting April 1, 1995, over 27.5 years (330 months). Accumulated amortization as of March 31, 1998 and 1997 is as follows: 1998 1997 --------------- - --------------- Series 15 $ 31,635 $ 21,123 Series 16 50,558 33,708 Series 17 54,553 31,228 Series 18 34,370 22,957 Series 19 41,084 26,513 --------------- - --------------- $ 212,200 $ 135,529 =============== ===============
Selling Commissions and Registration Costs ------------------------------------------ Selling commissions paid in connection with the public offering are charged against the assignees' capital upon admission of investors as assignees. Registration costs associated with the public offering are charged against assignees' capital as incurred. Income Taxes ------------ No provision or benefit for income taxes has been included in these financial statements since taxable income or loss passes through to, and is reportable by, the partners and assignees individually. F-38 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Cash Equivalents ---------------- Cash equivalents include repurchase agreements, tax exempt sweep accounts, money market accounts and certificates of deposit having original maturities at date of acquisition of three months or less. The carrying value approximates fair value because of the short maturity of these instruments. Fiscal Year ----------- For financial reporting purposes, the fund uses a March 31 year end, whereas for income tax reporting purposes, the fund uses a calendar year. The operating limited partnerships use a calendar year for both financial and income tax reporting. Net income (loss) per Beneficial Assignee Certificate ----------------------------------------------------- Net income (loss) per beneficial assignee partnership unit is calculated based upon the number of units outstanding during the year. The number of units in each series at March 31, 1998, 1997 and 1996 are as follows: 1998, 1997 and 1996 --------------- Series 15 $ 3,870,500 Series 16 5,429,402 Series 17 5,000,000 Series 18 3,616,200 Series 19 4,080,000 --------------- $ 21,996,102 ===============
Investments Investments held to maturity are being carried at amortized cost and investments available-for-sale are being carried at fair market value. F-39 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE A - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Use of Estimates ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Adoption of Accounting Standard ------------------------------- On March 31, 1997, the fund adopted Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per Share" and SFAS No. 129, "Disclosure of Information about Capital Structure." SFAS No. 128 provides accounting and reporting standards for the amount of earnings per share. SFAS No. 129 requires the disclosure in summary form within the financial statements of pertinent rights and privileges of the various securities outstanding. The implementation of these standards has not materially affected the fund's financial statements. In June 1997, the Financial Accounting Standards Board issued SFAS No. 130, "Reporting Comprehensive Income" and SFAS No. 131, "Disclosures about Segments of an Enterprise and Related Information." In February 1998, the Financial Accounting Standards Board issued SFAS No. 132, "Employees' Disclosures about Pensions and Other Post-retirement Benefits." SFAS No. 130 is effective for years beginning after December 15, 1997. SFAS No. 131 and No. 132 are effective for years beginning after December 31, 1997 and early adoption is encouraged. The fund does not have any items of other comprehensive income, does not have other segments of its business or when to report, and does not have any pensions or other post- retirement benefits. Consequently, these pronouncements are expected to have no effect on the fund's financial statements. F-40 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE B - INVESTMENTS AVAILABLE FOR SALE At March 31, 1998, the amortized cost and fair market value of investments are as follows: Amortized Fair market costs value - ------------- ------------- Certificates of deposit $ 2,970,867 $ 2,970,867 ============= =============
The amortized cost and approximate market value of investments by maturity at March 31, 1998 are shown below. Approximate Amortized costs market value - --------------- --------------- Due in one year or less $ 2,970,867 $ 2,970,867 =============== ===============
Proceeds from sales and maturities of investments during the year ended March 31, 1998 was $1,384,695, resulting in a realized gain of $154 and a realized loss of $9,069, included in interest income. In selecting investments to purchase and sell, the general partner and its advisors stringently monitor the ratings of the investments and safety of principal. The rates for the investments held during the year ended March 31, 1998 ranged from 5% to 5.65%. At March 31, 1997, the amortized cost and fair market value of investments are as follows: Gross Gross Amortized unrealized unrealized Fair market costs gains losses value ------------- - ------------- ------------- ------------- Tax exempt municipal bonds $ 1,395,795 $ 95 $ (2,581) $ 1,393,309 ============= ============= ============= =============
F-41 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE B - INVESTMENTS AVAILABLE FOR SALE (Continued) The amortized cost and approximate market value of investments by maturity at March 31, 1997 is shown below. Approximate Amortized costs market value - --------------- --------------- Due in one year or less $ 302,326 $ 302,421 Due after one year through five years 1,093,469 1,090,888 - --------------- --------------- $ 1,395,795 $ 1,393,309 =============== ===============
Proceeds from sales and maturities of investments during the year ended March 31, 1997 was $2,909,257 resulting in a realized loss of $27,478 included in interest income. In selecting investments to purchase and sell, the general partner and its advisors stringently monitor the ratings of the investments and safety of principal. The tax-exempt coupon rates for the investments held during the year ended March 31, 1997 ranged from 4% to 6.7%. NOTE C - RELATED PARTY TRANSACTIONS During the years ended March 31, 1998, 1997 and 1996, the fund entered into several transactions with various affiliates of the general partner, including Boston Capital Partners, Inc., Boston Capital Services, Inc., Boston Capital Holdings Limited Partnership and Boston Capital Asset Management Limited Partnership (formerly Boston Capital Communications Limited Partnership) as follows: Boston Capital Asset Management Limited Partnership is entitled to an annual fund management fee based on .5% of the aggregate cost of all apartment complexes acquired by the operating limited partnerships, less the amount of certain partnership management and reporting fees paid or payable by the operating limited partnerships. The aggregate cost is comprised of the capital contributions made by each series to the operating limited partnership and 99% of the permanent financing at the operating limited partnership level. The annual fund management fee charged to operations, net of reporting fees, during the years ended March 31, 1998, 1997 and 1996 by series, is as follows: F-42 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE C - RELATED PARTY TRANSACTIONS (Continued) 1998 1997 1996 --------------- - --------------- --------------- Series 15 $ 468,703 $ 473,378 $ 499,184 Series 16 599,941 572,972 646,906 Series 17 498,103 512,189 506,412 Series 18 347,356 326,168 363,632 Series 19 178,494 368,355 383,177 --------------- - --------------- --------------- $ 2,092,597 $ 2,253,062 $ 2,399,311 =============== =============== ===============
General and administrative expenses incurred by Boston Capital Partners, Inc., Boston Capital Holdings Limited Partnership and Boston Capital Asset Management Limited Partnership during the years ended March 31, 1998, 1997 and 1996 charged to each series' operations are as follows: 1998 1997 1996 --------------- - --------------- --------------- Series 15 $ 28,999 $ 26,370 $ 26,729 Series 16 37,410 26,211 30,324 Series 17 32,015 22,369 29,426 Series 18 24,038 19,259 23,400 Series 19 24,534 21,979 30,652 --------------- - --------------- --------------- $ 146,996 $ 116,188 $ 140,531 =============== =============== ===============
Accounts payable - affiliates at March 31, 1998 and 1997 represents fund management fees and an operating partnership advance which are payable to Boston Capital Asset Management Limited Partnership. The carrying value of the accounts payable - affiliates approximates fair value. F-43 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS At March 31, 1998, 1997 and 1996 the fund has limited partnership interests in operating limited partnerships which own or are constructing operating apartment complexes. During September 1996, the partnership disposed of its limited partnership interest in one of the operating partnerships owned in Series 16. During February 1996, the partnership disposed of its limited partnership interest in one of the operating limited partnerships owned in Series 19. The number of operating limited partnerships in which the fund has limited partnership interests at March 31, 1998, 1997 and 1996 by series are as follows: 1998 1997 1996 --------------- - --------------- --------------- Series 15 68 68 68 Series 16 64 64 65 Series 17 49 49 49 Series 18 34 34 34 Series 19 26 26 25 --------------- - --------------- --------------- 241 241 241 =============== =============== ===============
Under the terms of the fund's investment in each operating limited partnership, the fund is required to make capital contributions to the operating limited partnerships. These contributions are payable in installments over several years upon each operating limited partnership achieving specified levels of construction and/or operations. The contributions payable to operating limited partnerships at March 31, 1998 and 1997 by series are as follows: 1998 1997 - --------------- --------------- Series 15 $ 32,922 $ 178,680 Series 16 145,311 155,225 Series 17 1,367,195 1,844,259 Series 18 717,635 755,887 Series 19 463,000 831,803 - --------------- --------------- $ 2,726,063 $ 3,765,854 =============== ===============
F-44 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The fund's investment in operating limited partnerships at March 31, 1998 is summarized as follows: Total Series 15 Series 16 - --------------- --------------- --------------- Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters $ 161,570,521 $ 28,922,006 $ 40,190,010 Acquisition costs of operating limited partnerships 19,334,149 2,988,162 4,460,782 Syndication costs from operating limited partnerships (56,632) - - Cumulative cash flows from operating limited partnerships (80,837) (12,848) (24,394) Cumulative losses from operating limited partnerships (59,734,931) (15,650,914) (13,848,555) - --------------- --------------- --------------- Investment per balance sheet 121,032,270 16,246,406 30,777,843 The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 1998 which have not been included in the partnership's capital account included in the operating limited partnerships' financial statements as of December 31, 1997 (see note A) (3,267,609) (1,055,903) (88,655) The fund has recorded a disposition of an operating limited partnership which was included in the operating limited partnerships' financial statements as of December 31, 1997 (see note A) - - - - The fund has recorded acquisition costs at March 31, 1998 which have not been recorded in the net assets of the operating limited partnerships (see note A) (3,865,111) (399,087) (794,528) Cumulative losses from operating limited partnerships for the three months ended March 31, 1998 which the operating limited partnerships have not included in their capital as of December 31, 1997 due to different year ends (see note A) 2,866,341 472,214 631,571
F-45 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) Total Series 15 Series 16 - --------------- --------------- --------------- Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (313,153) (233,686) (36,097) The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A) 1,439,375 288,683 167,916 Other (82,899) 25,035 (27,123) - --------------- --------------- --------------- Equity per operating limited partnerships' combined financial statements $ 117,809,214 $ 15,343,662 $ 30,630,927 =============== =============== ===============
F-46 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The fund's investment in operating limited partnerships at March 31, 1998 is summarized as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters $ 36,518,310 $ 26,424,755 $ 29,515,440 Acquisition costs of operating limited partnerships 4,564,870 3,587,531 3,732,804 Syndication costs from operating limited partnerships - - (56,632) - Cumulative cash flows from operating limited partnerships (18,588) (12,885) (12,122) Cumulative losses from operating limited partnerships (13,301,814) (9,021,166) (7,912,482) - --------------- --------------- --------------- Investment per balance sheet 27,762,778 20,921,603 25,323,640 The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 1998 which have not been included in the partnership's capital account included in the operating limited partnerships' financial statements as of December 31, 1997 (see note A) (1,096,087) (298,342) (728,622) The fund has recorded a disposition of an operating limited partnership which was included in the operating limited partnerships' financial statements as of December 31, 1997 (see note A) - - - - The fund has recorded acquisition costs at March 31, 1998 which have not been recorded in the net assets of the operating limited partnerships (see note A) (1,496,190) (387,564) (787,742) Cumulative losses from operating limited partnerships for the three months ended March 31, 1998 which the operating limited partnerships have not included in their capital as of December 31, 1997 due to different year ends (see note A) 752,440 617,653 392,463
F-47 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) Series 17 Series 18 Series 19 - --------------- --------------- --------------- Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A) - - (43,370) - The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A) 372,983 127,421 482,372 Other (51,729) 60,414 (89,496) - --------------- --------------- --------------- Equity per operating limited partnerships' combined financial statements $ 26,244,195 $ 20,997,815 $ 24,592,615 =============== =============== ===============
F-48 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The funds investment in operating limited partnerships at March 31, 1997 is summarized as follows: Total Series 15 Series 16 - --------------- --------------- --------------- Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters $ 161,740,845 $ 28,919,172 $ 40,189,926 Acquisition costs of operating limited partnerships 19,334,149 2,988,162 4,460,782 Syndication costs from operating limited partnerships (56,632) - - Cumulative cash flows from operating limited partnerships (41,954) (9,822) (11,082) Cumulative losses from operating limited partnerships (46,589,495) (13,222,431) (10,651,782) - --------------- --------------- --------------- Investment per balance sheet 134,386,913 18,675,081 33,987,844 The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 1997 which have not been included in the partnership's capital account included in the operating limited partnerships' financial statements as of December 31, 1996 (see note A) (3,619,564) (1,202,355) (88,655) The fund has recorded a disposition of an operating limited partnership which was included in the operating limited partnerships' financial statements as of December 31, 1996 (see note A) - - - - The fund has recorded acquisition costs at March 31, 1997 which have not been recorded in the net assets of the operating limited partnerships (see note A) (3,865,111) (399,087) (794,528) Cumulative losses from operating limited partnerships for the three months ended March 31, 1997 which the operating limited partnerships have not included in their capital as of December 31, 1996 due to different year ends (see note A) 2,866,341 472,214 631,571
F-49 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) Total Series 15 Series 16 - --------------- --------------- --------------- Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (51,397) (51,397) - The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A) 1,288,398 321,656 167,916 Other 12,352 30,988 (52,504) - --------------- --------------- --------------- Equity per operating limited partnerships' combined financial statements $ 131,017,932 $ 17,847,100 $ 33,851,644 =============== =============== ===============
F-50 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The funds investment in operating limited partnerships at March 31, 1997 is summarized as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- Capital contributions paid and to be paid to operating limited partnerships, net of tax credit adjusters $ 36,691,552 $ 26,424,755 $ 29,515,440 Acquisition costs of operating limited partnerships 4,564,870 3,587,531 3,732,804 Syndication costs from operating limited partnerships - - (56,632) - Cumulative cash flows from operating limited partnerships (7,245) (10,416) (3,389) Cumulative losses from operating limited partnerships (10,444,384) (6,431,558) (5,839,340) - --------------- --------------- --------------- Investment per balance sheet 30,804,793 23,513,680 27,405,515 The fund has recorded capital contributions to the operating limited partnerships during the year ended March 31, 1997 which have not been included in the partnership's capital account included in the operating limited partnerships' financial statements as of December 31, 1996 (see note A) (1,100,123) (336,594) (891,837) The fund has recorded a disposition of an operating limited partnership which was included in the operating limited partnerships' financial statements as of December 31, 1996 (see note A) - - - - The fund has recorded acquisition costs at March 31, 1997 which have not been recorded in the net assets of the operating limited partnerships (see note A) (1,496,190) (387,564) (787,742) Cumulative losses from operating limited partnerships for the three months ended March 31, 1997 which the operating limited partnerships have not included in their capital as of December 31, 1996 due to different year ends (see note A) 752,440 617,653 392,463
F-51 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) Series 17 Series 18 Series 19 - --------------- --------------- --------------- Equity in loss of operating limited partnerships not recognizable under the equity method of accounting (see note A) - - - - The fund has recorded low-income housing tax credit adjusters not recorded by operating limited partnerships (see note A) 186,656 127,421 484,749 Other (52,166) 73,020 13,014 - --------------- --------------- --------------- Equity per operating limited partnerships' combined financial statements $ 29,095,410 $ 23,607,616 $ 26,616,162 =============== =============== ===============
F-52 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized balance sheets of the operating limited partnerships as of December 31, 1997 are as follows: Total Series 15 Series 16 - --------------- --------------- --------------- ASSETS Buildings and improvements, net of accumulated depreciation $ 507,178,819 $ 104,948,710 $ 115,402,953 Land 28,207,851 6,187,437 5,120,755 Other assets 29,598,266 6,470,560 7,963,887 - --------------- --------------- --------------- $ 564,984,936 $ 117,606,707 $ 128,487,595 =============== =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Mortgages and construction loans payable $ 362,249,828 $ 84,924,724 $ 84,500,343 Accounts payable and accrued expenses 11,622,031 2,236,615 2,997,412 Other liabilities 36,013,362 4,324,910 5,807,286 - --------------- --------------- --------------- 409,885,221 91,486,249 93,305,041 - --------------- --------------- --------------- PARTNERS' CAPITAL Boston Capital Tax Credit Fund III L.P. 117,809,214 15,343,662 30,630,927 Other partners 37,290,501 10,776,796 4,551,627 - --------------- --------------- --------------- 155,099,715 26,120,458 35,182,554 - --------------- --------------- --------------- $ 564,984,936 $ 117,606,707 $ 128,487,595 =============== =============== ===============
F-53 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized balance sheets of the operating limited partnerships as of December 31, 1997 are as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- ASSETS Buildings and improvements, net of accumulated depreciation $ 133,219,801 $ 69,290,502 $ 84,316,853 Land 7,700,365 3,357,967 5,841,327 Other assets 6,816,494 4,106,952 4,240,373 - --------------- --------------- --------------- $ 147,736,660 $ 76,755,421 $ 94,398,553 =============== =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Mortgages and construction loans payable $ 89,545,991 $ 47,198,760 $ 56,080,010 Accounts payable and accrued expenses 3,134,779 1,655,022 1,598,203 Other liabilities 15,828,946 3,358,752 6,693,468 - --------------- --------------- --------------- 108,509,716 52,212,534 64,371,681 - --------------- --------------- --------------- PARTNERS' CAPITAL Boston Capital Tax Credit Fund III L.P. 26,244,195 20,997,815 24,592,615 Other partners 12,982,749 3,545,072 5,434,257 - --------------- --------------- --------------- 39,226,944 24,542,887 30,026,872 - --------------- --------------- --------------- $ 147,736,660 $ 76,755,421 $ 94,398,553 =============== =============== ===============
F-54 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized balance sheets of the operating limited partnerships as of December 31, 1996 are as follows: Total Series 15 Series 16 - --------------- --------------- --------------- ASSETS Buildings and improvements, net of accumulated depreciation $ 527,972,353 $ 109,296,153 $ 119,964,923 Land 28,135,110 6,130,609 5,104,842 Other assets 28,143,897 5,849,177 7,272,453 - --------------- --------------- --------------- $ 584,251,360 $ 121,275,939 $ 132,342,218 =============== =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Mortgages and construction loans payable $ 364,182,226 $ 85,329,590 $ 84,645,408 Accounts payable and accrued expenses 9,478,617 1,974,112 2,393,597 Other liabilities 36,854,227 4,208,819 6,337,941 - --------------- --------------- --------------- 410,515,070 91,512,521 93,376,946 - --------------- --------------- --------------- PARTNERS' CAPITAL Boston Capital Tax Credit Fund III, L.P. 131,017,932 17,847,100 33,851,644 Other partners 42,718,358 11,916,318 5,113,628 - --------------- --------------- --------------- 173,736,290 29,763,418 38,965,272 - --------------- --------------- --------------- $ 584,251,360 $ 121,275,939 $ 132,342,218 =============== =============== ===============
F-55 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized balance sheets of the operating limited partnerships as of December 31, 1996 are as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- ASSETS Buildings and improvements, net of accumulated depreciation $ 139,521,909 $ 72,010,193 $ 87,179,175 Land 7,700,365 3,357,967 5,841,327 Other assets 6,609,113 4,238,634 4,174,520 - --------------- --------------- --------------- $ 153,831,387 $ 79,606,794 $ 97,195,022 =============== =============== =============== LIABILITIES AND PARTNERS' CAPITAL LIABILITIES Mortgages and construction loans payable $ 90,258,521 $ 47,630,892 $ 56,317,815 Accounts payable and accrued expenses 2,364,296 1,410,335 1,336,277 Other liabilities 15,675,218 3,282,191 7,350,058 - --------------- --------------- --------------- 108,298,035 52,323,418 65,004,150 - --------------- --------------- --------------- PARTNERS' CAPITAL Boston Capital Tax Credit Fund III, L.P. 29,095,410 23,607,616 26,616,162 Other partners 16,437,942 3,675,760 5,574,710 - --------------- --------------- --------------- 45,533,352 27,283,376 32,190,872 - --------------- --------------- --------------- $ 153,831,387 $ 79,606,794 $ 97,195,022 =============== =============== ===============
F-56 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized statements of operations for the operating limited partnerships for the year ended December 31, 1997 are as follows: COMBINED SUMMARIZED STATEMENTS OF OPERATIONS Total Series 15 Series 16 - --------------- --------------- --------------- Revenue Rental $ 54,997,314 $ 11,479,701 $ 12,397,732 Interest and other 3,230,978 716,763 972,041 - --------------- --------------- --------------- 58,228,292 12,196,464 13,369,773 - --------------- --------------- --------------- Expenses Interest 21,769,271 4,237,259 4,517,483 Depreciation and amortization 20,715,617 4,565,875 4,822,894 Taxes and insurance 7,235,148 1,531,645 1,575,293 Repairs and maintenance 8,474,548 1,901,550 1,952,552 Operating expenses 15,972,058 3,392,258 3,451,993 Other expenses 3,264,692 400,782 362,011 - --------------- --------------- --------------- 77,431,334 16,029,369 16,682,226 - --------------- --------------- --------------- NET LOSS $ (19,203,042) $ (3,832,905) $ (3,312,453) =============== =============== =============== Net loss allocated to Boston Capital Tax Credit Fund III L. P.* $ (13,407,192) $ (2,610,772) $ (3,232,870) =============== =============== =============== Net loss allocated to other partners $ (5,795,850) $ (1,222,133) $ (79,583) =============== =============== ===============
* Amounts include $182,289, $36,097 and $43,370 for series 15, 16 and 18, respectively, of loss not recognized under the equity method of accounting as described in note A. F-57 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized statements of operations for the operating limited partnerships for the year ended December 31, 1997 are as follows: COMBINED SUMMARIZED STATEMENTS OF OPERATIONS Series 17 Series 18 Series 19 - --------------- --------------- --------------- Revenue Rental $ 14,340,626 $ 6,640,259 $ 10,138,996 Interest and other 871,594 302,946 367,634 - --------------- --------------- --------------- 15,212,220 6,943,205 10,506,630 - --------------- --------------- --------------- Expenses Interest 6,044,149 2,647,759 4,322,621 Depreciation and amortization 5,199,327 2,956,863 3,170,658 Taxes and insurance 1,647,962 871,383 1,608,865 Repairs and maintenance 2,364,140 1,226,495 1,029,811 Operating expenses 4,579,215 1,706,897 2,841,695 Other expenses 1,968,852 404,408 128,639 - --------------- --------------- --------------- 21,803,645 9,813,805 13,102,289 - --------------- --------------- --------------- NET LOSS $ (6,591,425) $ (2,870,600) $ (2,595,659) =============== =============== =============== Net loss allocated to Boston Capital Tax Credit Fund III L. P.* $ (2,857,430) $ (2,632,978) $ (2,073,142) =============== =============== =============== Net loss allocated to other partners $ (3,733,995) $ (237,622) $ (522,517) =============== =============== ===============
* Amounts include $182,289, $36,097 and $43,370 for Series 15 , 16 and 18, respectively, of loss not recognized under the equity method of accounting as described in note A. F-58 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized statements of operations for the operating limited partnerships for the year ended December 31, 1996 are as follows: COMBINED SUMMARIZED STATEMENTS OF OPERATIONS Total Series 15 Series 16 - --------------- --------------- --------------- Revenue Rental $ 54,255,081 $ 11,196,024 $ 12,318,128 Interest and other 2,867,158 340,842 1,147,648 - --------------- --------------- --------------- 57,122,239 11,536,866 13,465,776 - --------------- --------------- --------------- Expenses Interest 22,356,916 4,154,249 4,585,893 Depreciation and amortization 22,819,977 5,184,898 4,966,052 Taxes and insurance 7,048,605 1,545,211 1,588,084 Repairs and maintenance 7,456,432 1,637,329 1,684,912 Operating expenses 16,301,823 3,336,137 3,427,264 Other expenses 1,568,799 395,562 313,164 - --------------- --------------- --------------- 77,552,552 16,253,386 16,565,369 - --------------- --------------- --------------- NET LOSS $ (20,430,313) $ (4,716,520) $ (3,099,593) =============== =============== =============== Net loss allocated to Boston Capital Tax Credit Fund III L. P.* $ (15,102,671) $ (3,089,180) $ (3,052,834) =============== =============== =============== Net loss allocated to other partners $ (5,327,642) $ (1,627,340) $ (46,759) =============== =============== ===============
* Amounts include $50,068 for series 15 of loss not recognized under the equity method of accounting as described in note A. F-59 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE D - INVESTMENTS IN OPERATING LIMITED PARTNERSHIPS (Continued) The combined summarized statements of operations for the operating limited partnerships for the year ended December 31, 1996 are as follows: COMBINED SUMMARIZED STATEMENTS OF OPERATIONS Series 17 Series 18 Series 19 - --------------- --------------- --------------- Revenue Rental $ 14,509,341 $ 6,588,968 $ 9,642,620 Interest and other 616,684 359,139 402,845 - --------------- --------------- --------------- 15,126,025 6,948,107 10,045,465 - --------------- --------------- --------------- Expenses Interest 6,562,849 2,813,996 4,239,929 Depreciation and amortization 5,838,439 3,069,441 3,761,147 Taxes and insurance 1,713,879 813,148 1,388,283 Repairs and maintenance 2,136,225 1,005,955 992,011 Operating expenses 4,527,151 1,889,127 3,122,144 Other expenses 369,531 257,371 233,171 - --------------- --------------- --------------- 21,148,074 9,849,038 13,736,685 - --------------- --------------- --------------- NET LOSS $ (6,022,049) $ (2,900,931) $ (3,691,220) =============== =============== =============== Net loss allocated to Boston Capital Tax Credit Fund III L. P.* $ (3,504,918) $ (2,594,599) $ (2,861,140) =============== =============== =============== Net loss allocated to other partners $ (2,517,131) $ (306,332) $ (830,080) =============== =============== ===============
* Amounts include $50,068 for Series 15 of loss not recognized under the equity method of accounting as described in note A. F-60 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE E - NOTES RECEIVABLE Notes receivable at March 31, 1998 and 1997 consist of advance installments of capital contributions to operating limited partnerships. The notes at March 31, 1998 and 1997 are comprised of noninterest bearing and interest bearing notes with rates ranging from 3.66% to prime plus 1% to 3%. Prime was 8.5% and 8.5% as of March 31, 1998 and 1997, respectively. The notes receivable will be converted to capital or repaid and are deemed to be short term in nature. Therefore, the carrying value of the notes receivable is deemed to approximate fair value. The notes at March 31, 1998 and 1997 by series are as follows: 1998 1997 - --------------- --------------- Series 15 $ 110,000 $ 135,000 Series 16 - - - Series 17 1,409,982 1,409,982 Series 18 536,351 536,351 Series 19 - - - - --------------- --------------- $ 2,056,333 $ 2,081,333 =============== ===============
NOTE F - OTHER ASSETS Other assets include cash held by an escrow agent at March 31, 1998 and 1997. The cash held for the series at March 31, 1998 and 1997 represents capital contributions to be released to the operating limited partnerships when certain criteria are met. The escrows held at March 31, 1998 and 1997 by series are as follows: 1998 1997 - --------------- --------------- Series 15 $ - - $ - Series 16 - - - Series 17 15,097 15,097 Series 18 - - - Series 19 - - - - --------------- --------------- $ 15,097 $ 15,097 =============== ===============
F-61 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE F - OTHER ASSETS (Continued) In addition, other assets include cash advanced to operating limited partnerships at March 31, 1998 and 1997 some of which are to be applied to capital contributions payable when certain criteria have been met. The advances at March 31, 1998 and 1997 by series are as follows: 1998 1997 - --------------- --------------- Series 15 $ 426,912 $ 426,912 Series 16 56,000 - Series 17 1,069,358 1,290,838 Series 18 - - - Series 19 - - 221,180 - --------------- --------------- $ 1,552,270 $ 1,938,930 =============== ===============
F-62 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN For income tax purposes, the fund reports using a December 31 year end. The fund's net loss for financial reporting and tax return purposes for the year ended March 31, 1998 are reconciled as follows: Total Series 15 Series 16 - --------------- --------------- --------------- Net loss for financial reporting purposes $ (15,742,101) $ (2,834,087) $ (3,957,405) Operating limited partnership rents received in advance (7,368) (4,270) 692 Fund management fees not deducted for tax purposes 2,598,675 548,052 691,980 Other (582,771) (332,972) 153,818 Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting (261,756) (182,289) (36,097) Excess of tax depreciation over book depreciation on operating limited partnership assets (1,496,221) (214,667) (258,267) Difference due to fiscal year for book purposes and calendar year for tax purposes (480,368) (1,400) (185,463) - --------------- --------------- --------------- Loss for tax return purposes, December 31, 1997 $ (15,971,910) $ (3,021,633) $ (3,590,742) =============== =============== ===============
F-63 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) For income tax purposes, the fund reports using a December 31 year end. The fund's net loss for financial reporting and tax return purposes for the year ended March 31, 1998 are reconciled as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- Net loss for financial reporting purposes $ (3,552,410) $ (3,064,697) $ (2,333,502) Operating limited partnership rents received in advance (5,707) 23,754 (21,837) Fund management fees not deducted for tax purposes 565,368 381,927 411,348 Other (779,092) 52,957 322,518 Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting - - (43,370) - Excess of tax depreciation over book depreciation on operating limited partnership assets (431,032) (221,050) (371,205) Difference due to fiscal year for book purposes and calendar year for tax purposes 30,564 (39,436) (284,633) - --------------- --------------- --------------- Loss for tax return purposes, December 31, 1996 $ (4,172,309) $ (2,909,915) $ (2,277,311) =============== =============== ===============
F-64 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) For income tax purposes, the fund reports using a December 31 year end. The fund's net loss for financial reporting and tax return purposes for the year ended March 31, 1997 are reconciled as follows: Total Series 15 Series 16 - --------------- --------------- --------------- Net loss for financial reporting purposes $ (17,706,223) $ (3,473,421) $ (3,762,519) Operating limited partnership rents received in advance 99,831 2,581 9,598 Fund management fees not deducted for tax purposes 1,988,010 488,062 572,140 Other (73,839) (250,370) (17,194) Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting (50,068) (50,068) - Excess of tax depreciation over book depreciation on operating limited partnership assets (1,794,498) (213,933) (280,017) Difference due to fiscal year for book purposes and calendar year for tax purposes (892,751) (187,130) (801,719) - --------------- --------------- --------------- Loss for tax return purposes, December 31, 1996 $ (18,429,538) $ (3,684,279) $ (4,279,711) =============== =============== ===============
F-65 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) For income tax purposes, the fund reports using a December 31 year end. The fund's net loss for financial reporting and tax return purposes for the year ended March 31, 1997 are reconciled as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- Net loss for financial reporting purposes $ (4,215,768) $ (3,035,716) $ (3,218,799) Operating limited partnership rents received in advance (16,393) 13,544 90,501 Fund management fees not deducted for tax purposes 433,409 241,696 252,703 Other 143,844 (98,911) 148,792 Operating limited partnership losses not recognized for financial reporting purposes under equity method of accounting - - - - Excess of tax depreciation over book depreciation on operating limited partnership assets (585,002) (261,901) (453,645) Difference due to fiscal year for book purposes and calendar year for tax purposes 14,284 (13,118) 94,932 - --------------- --------------- --------------- Loss for tax return purposes, December 31, 1996 $ (4,225,626) $ (3,154,406) $ (3,085,516) =============== =============== ===============
F-66 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) The difference between the investments in operating limited partnerships for tax purposes and financial statements purposes are primarily due to the differences in the estimated share of losses recognized and the historic tax credits taken for income tax purposes. At March 31, 1998, the differences are as follows: Total Series 15 Series 16 - --------------- --------------- --------------- Investments in operating limited partnership - per tax return, December 31, 1997 $ 111,746,588 $ 15,381,288 $ 27,898,915 Operating limited partnership acquired for the three months ended March 31, 1998 - - - - Estimated share of loss for the three months ended March 31, 1998 (2,866,341) (472,214) (631,571) Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method 313,153 233,686 36,097 Historic tax credits 5,333,539 1,852,569 - Other 6,505,331 (748,923) 3,474,402 - --------------- --------------- --------------- Investment in operating limited partnerships - as reported $ 121,032,270 $ 16,246,406 $ 30,777,843 =============== =============== ===============
F-67 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) The difference between the investments in operating limited partnerships for tax purposes and financial statements purposes are primarily due to the differences in the estimated share of losses recognized and the historic tax credits taken for income tax purposes. At March 31, 1998, the differences are as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- Investments in operating limited partnership - per tax return, December 31, 1997 $ 25,870,393 $ 18,696,412 $ 23,899,580 Operating limited partnership acquired for the three months ended March 31, 1998 - - - - Estimated share of loss for the three months ended March 31, 1998 (752,440) (617,653) (392,463) Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method - - 43,370 - Historic tax credits 1,100,310 2,062,333 318,327 Other 1,544,515 737,141 1,498,196 - --------------- --------------- --------------- Investment in operating limited partnerships - as reported $ 27,762,778 $ 20,921,603 $ 25,323,640 =============== =============== ===============
F-68 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) The difference between the investments in operating limited partnerships for tax purposes and financial statements purposes are primarily due to the differences in the estimated share of losses recognized and the historic tax credits taken for income tax purposes. At March 31, 1997, the differences are as follows: Total Series 15 Series 16 - --------------- --------------- --------------- Investments in operating limited partnership - per tax return, December 31, 1996 $ 127,267,193 $ 18,550,738 $ 31,239,994 Operating limited partnership acquired for the three months ended March 31, 1997 - - - - Estimated share of loss for the three months ended March 31, 1997 (2,866,341) (472,214) (631,571) Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method 51,397 51,397 - Historic tax credits 5,333,539 1,852,569 - Other 4,601,125 (1,307,409) 3,379,421 - --------------- --------------- --------------- Investment in operating limited partnerships - as reported $ 134,386,913 $ 18,675,081 $ 33,987,844 =============== =============== ===============
F-69 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE G - RECONCILIATION OF FINANCIAL STATEMENT NET INCOME (LOSS) TO TAX RETURN (Continued) The difference between the investments in operating limited partnerships for tax purposes and financial statements purposes are primarily due to the differences in the estimated share of losses recognized and the historic tax credits taken for income tax purposes. At March 31, 1997, the differences are as follows: Series 17 Series 18 Series 19 - --------------- --------------- --------------- Investments in operating limited partnership - per tax return, December 31, 1996 $ 29,964,710 $ 21,519,261 $ 25,992,490 Operating limited partnership acquired for the three months ended March 31, 1997 - - - - Estimated share of loss for the three months ended March 31, 1997 (752,440) (617,653) (392,463) Add back operating limited partnership losses not recognized for financial reporting purposes under the equity method - - - - Historic tax credits 1,100,310 2,062,333 318,327 Other 492,213 549,739 1,487,161 - --------------- --------------- --------------- Investment in operating limited partnerships - as reported $ 30,804,793 $ 23,513,680 $ 27,405,515 =============== =============== ===============
F-70 Boston Capital Tax Credit Fund III L.P. - Series 15 through Series 19 NOTES TO FINANCIAL STATEMENTS - CONTINUED March 31, 1998, 1997 and 1996 NOTE H - CASH EQUIVALENTS On March 31, 1998 and 1997, Boston Capital Tax Credit Fund III L.P. purchased $450,000 and $3,150,000 of Securities under agreements to resell on April 1, 1998 and 1997, respectively. Interest is earned at rates ranging from 2.15% to 3.5% per annum. Additionally, cash equivalents of $1,185,807 and $613,459 as of M arch 31, 1998 and 1997, respectively, include certificates of deposit and money market accounts with interest rates ranging from 2.8% to 5.0% per annum. F-71 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- April Gardens 1,470,532 50,000 1,773,331 389 50,000 1,773,720 1,823,720 348,346 5/93 9/92 5-27.5 Arkansas City 829,304 15,870 1,016,757 0 15,870 1,016,757 1,032,627 141,931 12/94 9/94 5-25 Autumnwood LP 1,348,908 50,000 1,669,609 0 50,000 1,669,609 1,719,609 327,197 1/93 8/92 5-27.5 Barton Village 511,252 47,898 683,991 1,850 47,898 685,841 733,739 132,516 3/93 10/92 5-27.5 Beckwood Manor Eight 1,221,983 60,000 1,498,746 4,058 58,000 1,502,804 1,560,804 185,478 8/95 8/94 5-27.5 Bergen Meadows 1,021,398 42,000 1,256,858 19,137 42,000 1,275,995 1,317,995 293,542 7/92 7/92 7-27.5 Bridlewood LP 792,631 42,000 211,635 781,185 42,000 992,820 1,034,820 86,766 1/95 1/94 5-27.5 Brunswick LP 826,669 69,000 953,553 416 69,000 953,969 1,022,969 206,384 9/92 4/92 7-27.5 F-72 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Buena Vista Apts. 1,456,325 75,000 1,767,511 495 75,000 1,768,006 1,843,006 432,499 1/92 3/92 7-27.5 Calexico Sr 1,925,949 213,000 2,047,255 0 213,000 2,047,255 2,260,255 255,734 9/92 9/92 7-27.5 California Inv. VII 8,934,496 820,000 9,361,922 16,788,173 803,050 26,150,095 26,953,145 3,714,028 12/93 10/92 5-27.5 Chestnut Hill 744,304 40,000 904,814 3,545 40,000 908,359 948,359 145,578 9/92 9/92 7-27.5 Coralville Housing 2,605,764 258,000 4,683,541 44,114 258,000 4,727,655 4,985,655 1,104,499 10/92 3/92 7-27.5 Curwensville Housing 1,217,911 31,338 1,435,553 97,030 31,338 1,532,583 1,563,921 192,536 7/93 9/92 5-27.5 Deerfield Assoc. 1,231,999 65,400 1,495,473 0 65,400 1,495,473 1,560,873 335,888 6/92 4/92 7-27.5 East Machias 1,041,877 77,963 1,478,171 (12,527) 105,408 1,465,644 1,571,052 200,143 1/93 9/92 10-40 East Park Apts. I 499,433 2,000 980,413 8,139 2,000 988,552 990,552 148,402 1/94 6/94 5-27.5 F-73 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Edgewood Properties 789,035 36,000 967,796 0 36,000 967,796 1,003,796 198,733 8/92 6/92 7-27.5 Far View Housing 923,043 100,000 1,066,418 (11,578) 119,500 1,054,840 1,174,340 149,584 11/92 6/92 10-40 Graham Housing 1,332,451 85,006 2,451,794 (3,894) 85,006 2,447,900 2,532,906 201,264 6/95 10/94 5-27.5 Grantsville Assoc. 1,489,870 85,099 1,795,971 0 85,599 1,795,971 1,881,570 246,242 2/93 5/92 5-27.5 Greentree Apts. 686,246 15,000 1,143,223 (9,253) 15,000 1,133,970 1,148,970 663,718 10/75 4/94 5-27.5 Greenwood Village 676,781 20,123 893,915 5,850 20,123 899,765 919,888 170,431 5/93 8/92 5-27.5 Harrisonville Prop. II 609,280 15,000 744,677 1,738 17,658 746,415 764,073 215,723 11/91 3/92 7-27.5 Headlton Properties 705,236 15,000 868,469 0 15,000 868,469 883,469 84,823 12/94 8/94 5-27.5 Hearthside II LDHA 1,965,350 95,000 2,967,134 (46,169) 95,000 2,920,965 3,015,965 581,982 11/92 04/92 7-27.5 F-74 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Heron's Landing 1,207,737 176,121 1,410,573 2,563 176,121 1,413,136 1,589,257 309,160 10/92 10/92 7-27.5 Hidden Cove 2,811,177 707,848 4,334,916 6,630 707,848 4,341,546 5,049,394 1,462,799 8/88 2/94 5-27.5 Higgensville Estates 628,694 40,000 738,056 1,622 40,000 739,678 779,678 225,701 3/91 3/92 7-27.5 Inv. Group of Payson 1,489,891 211,500 1,767,942 0 211,500 1,767,942 1,979,442 228,791 8/92 8/92 7-27.5 Kearney Estates 635,541 30,000 763,159 0 31,875 763,159 795,034 213,243 1/92 5/92 7-27.5 Lake View Associates 889,507 30,000 1,077,130 350 30,000 1,077,480 1,107,480 243,415 7/92 4/92 7-27.5 Laurelwood Apts. 1,070,660 58,500 1,268,491 750 58,500 1,269,241 1,327,741 289,788 2/92 3/92 7-27.5 Lebanon II LP 927,067 40,000 1,090,397 0 40,000 1,090,397 1,130,397 210,498 2/93 8/92 5-27.5 Lebanon III Prop. 633,468 26,750 766,992 2,651 30,475 769,643 800,118 209,306 2/92 3/92 7-27.5 F-75 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1997 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - ------------------------------------------- - ------------------------------------------------------------------------------- - ---- Lilac Properties 729,867 36,000 897,897 0 36,000 897,897 933,897 193,825 7/92 6/92 7-27.5 Livingston Plaza 677,893 32,500 868,525 0 32,500 868,525 901,025 157,624 11/93 12/92 5-27.5 Madison Partners 1,202,188 47,340 1,452,910 11,482 47,340 1,464,392 1,511,732 213,666 12/94 3/95 5-27.5 Manning Lane 1,474,883 73,600 1,771,816 0 73,600 1,771,816 1,845,416 354,327 3/93 8/92 5-27.5 Marshall Lane 554,797 20,000 672,691 1,186 20,000 673,877 693,877 137,599 12/92 8/92 5-27.5 Maryville Prop. 719,677 57,000 834,823 16,663 57,000 851,486 908,486 229,726 3/92 5/92 7-27.5 Monark Village 327,340 68,900 570,916 0 68,900 570,916 639,816 81,062 3/94 6/94 5-27.5 North Prairie 883,203 5,000 1,121,143 4,840 5,000 1,125,983 1,130,983 249,773 5/93 9/92 5-27.5 Oak Grove Villa 405,084 5,000 460,291 8,878 5,000 469,169 474,169 139,138 11/91 4/92 7-27.5 F-76 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1997 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - ----------------------------------------- --------------------------------------------- --------------------------------------- Oakwood Village 1,110,433 42,000 1,341,412 0 42,000 1,341,412 1,383,412 316,622 5/92 5/92 7-27.5 Osage Housing 1,252,478 110,000 2,309,861 35,397 110,000 2,345,258 2,455,258 538,075 6/92 4/92 7-27.5 Osceola Estates 677,260 54,600 797,763 93,397 56,225 891,160 947,385 211,360 5/92 5/92 7-27.5 PDC Fifty Five LP 1,297,011 50,170 1,576,823 5,770 50,170 1,582,593 1,632,763 274,900 9/93 10/92 5-27.5 Rainier Manor 2,690,165 521,000 5,852,852 14,190 521,000 5,867,042 6,388,042 836,922 1/93 4/92 5-27.5 Ridgeview of Brainerd 863,431 42,800 1,027,499 1,978 42,800 1,029,477 1,072,277 239,763 1/92 3/92 7-27.5 Rio Members II 775,086 48,938 930,376 19,600 48,938 949,976 998,914 143,732 12/95 7/94 5-27.5 Rolling Brook III 828,540 35,000 1,006,667 5,318 35,000 1,011,985 1,046,985 246,732 11/92 6/92 7-27.5 School Street I 765,937 127,852 1,353,622 95,368 38,509 1,448,990 1,487,499 376,269 5/92 4/92 5-27.5 F-77 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - ----------------------------------------- --------------------------------------------- --------------------------------------- Shenandoah Village 1,475,722 67,500 1,754,599 1,026 67,500 1,755,625 1,823,125 327,724 2/93 8/92 5-27.5 Showboat Manor 797,461 31,200 968,253 11,526 31,200 979,779 1,010,979 221,857 2/92 7/92 5-27.5 Sioux Falls Housing 1,348,385 146,694 2,656,753 (10,211) 146,694 2,646,542 2,793,236 606,719 9/92 5/92 7-27.5 Sunset Square 741,950 50,000 896,507 7,023 50,000 903,530 953,530 148,305 8/92 90/2 7-27.5 Taylor Mill 769,646 24,000 936,166 0 24,000 936,166 960,166 209,336 5/92 4/92 7-27.5 Timmons Village 623,526 15,000 754,172 2,927 38,500 757,099 795,599 165,711 7/92 5/92 7-27.5 University Meadows 1,945,327 62,985 3,579,473 3,445 62,985 3,582,918 3,645,903 814,154 12/92 6/92 5-28 Valatie LP 1,380,952 30,000 1,712,263 15,343 30,000 1,727,606 1,757,606 406,076 4/93 6/92 7-27.5 Virgen Del Pozo 3,339,391 120,000 4,274,133 35,068 120,000 4,309,201 4,429,201 691,646 7/93 8/92 5-27.5 F-78 Boston Capital Tax Credit Fund III L.P. - Series 15 Schedule III - Real Estate and Accumulated Depreciation March 31, 1997 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Villa Del Mar 1,467,376 50,000 1,792,888 0 50,000 1,792,888 1,842,888 400,273 8/92 8/92 7-27.5 Wauchula Ltd. 1,479,940 66,720 1,770,669 2,723 66,720 1,773,392 1,840,112 382,375 10/92 9/92 5-27.5 Weedpatch Inv. Grp. 1,977,464 272,000 2,246,927 378 272,000 2,247,305 2,519,305 195,579 9/94 1/94 5-50 Westernport Assoc. 1,491,709 18,645 1,833,384 0 18,645 1,833,384 1,852,029 340,529 2/93 7/92 5-27.5 Whitewater Village 527,672 18,542 637,048 2,806 18,542 639,854 658,396 137,125 11/92 8/92 7-27.5 Wood Park Pointe 1,171,161 117,500 1,329,664 1,348 117,500 1,331,012 1,448,512 307,803 5/92 6/92 5-27.5 ---------- --------- ----------- ---------- --------- ----------- - ----------- ---------- 84,924,724 6,214,902 111,326,972 18,074,733 6,187,437 129,401,705 135,589,142 24,452,995 ========== ========= =========== ========== ========= =========== =========== ========== Since the Operating Partnerships maintain a calendar year end, the information reported on this schedule is as of December 31, 1997. *Decrease due to a reallocation of acquisition costs. **There were no carrying costs as of December 31, 1997. The column has been omitted for presentation purposes. F-79 Notes to Schedule III Boston Capital Tax Credit Fund III L.P. - Series 15 Reconciliation of Land, Building & Improvements current year changes Balance at beginning of period-04/01/92..........................$ 0 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 64,786,120 Improvements, etc................................. 0 Other............................................. 0 ---------- $ 64,786,120 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/93............................$ 64,786,120 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 52,271,170 Improvements, etc................................. 0 Other............................................. 0 ---------- $ 52,271,170 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. (69,144) ---------- $ (69,144) ----------- Balance at close of period - 03/31/94............................$116,988,146 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 10,630,188 Improvements, etc................................ 182,886 Other............................................ 0 ----------- $ 10,813,074 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ (927,768) ----------- $ (927,768) ----------- Balance at close of period - 03/31/95............................$126,873,452 F-80 Notes to Schedule III - continued Boston Capital Tax Credit Fund III L.P. - Series 15 Reconciliation of Land Building & Improvements current year changes Balance at close of period - 03/31/95............................$ 126,873,452 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 7,477,482 Improvements, etc................................ 998,864 Other............................................ 0 ----------- $ 8,476,346 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/96............................$ 135,349,798 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 102,413 Other............................................ 0 ----------- $ 102,413 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/97............................$ 135,452,211 =========== Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 136,931 Other............................................ 0 ----------- $ 136,931 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/98............................$ 135,589,142 =========== F-81 Notes to Schedule III - Continued Boston Capital Tax Credit Fund III - Series 15 Reconciliation of Accumulated Depreciation current year changes Balance at beginning of period - 04/01/92........................$ 0 Current year expense..................................$ 1,151,027 --------- Balance at close of period - 3/31/93..............................$ 1,151,027 Current year expense..................................$ 4,194,293 --------- Balance at close of period - 3/31/94..............................$ 5,345,320 Current year expense..................................$ 4,646,907 --------- Balance at close of period - 3/31/95..............................$ 9,992,227 ========== Current year expense..................................$ 5,445,282 --------- Balance at close of period - 3/31/96..............................$ 15,437,509 Current year expense..................................$ 4,587,940 --------- Balance at close of period - 3/31/97..............................$ 20,025,449 ========== Current year expense.................................. $ 4,427,546 --------- Balance at close of period - 3/31/97..............................$ 24,452,995 ========== F-82
Boston Capital Tax Credit Fund III L.P.- Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- 1413 Leaven Worth 1,573,550 8,000 2,927,089 474,235 8,000 3,401,324 3,409,324 632,779 3/93 12/92 5-27.5 Anson 1,285,580 40,202 1,683,348 0 40,202 1,683,348 1,723,550 213,449 9/93 12/92 10-40 Aztec II 1,018,990 115,000 1,299,311 1,369 115,000 1,300,680 1,415,680 274,601 5/93 5/93 5-27.5 Bentonia Elderly 842,072 21,000 678,677 383,880 21,000 1,062,557 1,083,557 121,519 2/94 7/93 5-27.5 Bernice Villa 961,430 37,000 1,204,665 4,309 37,000 1,208,974 1,245,974 135,858 10/93 5/93 5-40 Blairsville Rental I 757,454 58,377 866,980 40,526 35,000 907,506 942,506 108,623 9/94 12/92 5-27.5 Blairsville Rental II 741,436 84,359 804,895 60,360 49,500 865,255 914,755 106,078 7/94 12/92 5-27.5 Blowing Rock 588,602 47,500 663,473 686 47,500 664,159 711,659 76,901 11/94 12/93 5-27.5 F-83 Boston Capital Tax Credit Fund III L.P. - Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Branson Chris- tian I 1,531,290 163,350 2,990,564 5,340 163,350 2,995,904 3,159,254 462,635 6/94 3/94 5-27.5 Branson Chris- tian II 1,106,299 0 2,497,066 36,146 0 2,533,212 2,533,212 372,320 8/94 7/94 5-27.5 Butler Rental 755,346 0 937,495 15,782 0 953,277 953,277 153,437 9/93 12/92 7-27.5 Canter- field 769,742 48,000 934,169 1,163 48,000 935,332 983,332 189,533 1/93 11/92 5-27.5 Cape Ann 615,521 18,000 1,833,366 51,824 18,000 1,885,190 1,903,190 297,181 12/93 1/93 7-31.5 Cass Partners 697,900 45,250 2,026,740 0 45,250 2,026,740 2,071,990 215,959 12/93 12/93 5-27.5 Cedar Trace 505,775 18,000 639,500 2,925 18,000 642,425 660,425 138,564 7/93 10/92 5-27.5 Concord Assoc. 1,134,690 61,532 1,223,133 118,404 61,532 1,341,537 1,403,069 286,149 2/93 2/93 5-27.5 F-84 Boston Capital Tax Credit Fund III L.P.- Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Clymer Park Assoc 1,444,636 35,800 1,831,813 1,363 35,800 1,833,176 1,868,976 186,518 11/94 12/92 5-27.5 Cumberland Wood 1,454,417 114,449 1,780,622 59,361 129,538 1,839,983 1,969,521 157,934 10/94 12/93 6-40 Davenport Housing 3,103,590 223,889 6,598,309 54,772 223,889 6,653,081 6,876,970 1,115,383 2/94 10/93 7-27.5 Deer Run 710,946 30,000 1,536,783 0 30,000 1,536,783 1,566,783 281,682 3/93 8/93 5-27.5 Eastman Elderly 1,183,172 80,000 1,428,172 23,947 36,900 1,452,119 1,489,019 232,724 10/93 12/92 5-27.5 Fairmeadow Apts. 885,753 53,296 1,184,327 39,781 53,296 1,224,108 1,277,404 135,619 7/93 1/93 5-27.5 Falcon Ridge 1,049,182 25,000 1,332,798 19,150 25,000 1,351,948 1,376,948 108,914 1/95 4/94 5-27.5 Gibson 910,256 30,290 1,138,786 350 30,290 1,139,136 1,169,426 164,488 6/93 12/92 5-27.5 F-85 Boston Capital Tax Credit Fund III L.P. - Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Greenfield 533,849 25,000 649,793 0 25,000 649,793 674,793 148,669 5/93 1/93 7-27.5 Greenwood 1,478,650 62,076 1,480,776 336,322 62,076 1,817,098 1,879,174 342,298 10/93 11/93 5-27.5 Harmony House 1,477,187 57,000 1,764,438 14,574 57,000 1,779,012 1,836,012 249,097 7/93 11/92 5-27.5 Haynes House 3,425,071 685,381 5,956,903 2,283,349 674,499 8,240,252 8,914,751 618,107 u/c 8/94 12-40 Holly Tree 887,097 58,900 1,069,733 5,597 58,900 1,075,330 1,134,230 216,475 2/93 11/92 5-27.5 Idabel Prop. 1,389,051 50,000 1,791,971 0 50,000 1,791,971 1,841,971 344,727 12/93 4/93 5-25.5 Isola Square 972,440 22,300 250,691 972,885 22,300 1,223,576 1,245,876 119,267 4/94 11/93 7-40 Joiner Elderly 820,643 47,719 1,026,013 0 47,719 1,026,013 1,073,732 203,201 6/93 1/93 5-40 Lawrenceville Manor 1,424,777 61,370 1,660,796 803 61,370 1,664,032 1,725,402 251,143 7/94 2/94 5-27.5 F-86 Boston Capital Tax Credit Fund III L.P. - Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1997 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - ------------------------------------------- - ------------------------------------------------------------------------------- - ---- Lawtell Manor 930,662 45,000 1,201,948 11,737 45,000 1,213,685 1,258,685 141,881 8/93 4/93 7-40 Logan Lane 1,301,408 54,000 1,602,465 2,962 54,000 1,605,427 1,659,427 315,395 3/93 9/92 5-27.5 Mariners Pointe I &II 3,965,012 170,020 7,548,131 66,263 170,020 7,617,394 7,784,414 1,453,475 8/93 12/92 7-27.5 Meadows of Southgate 2,323,073 252,000 4,575,879 0 252,000 4,575,879 4,827,879 384,774 5/94 7/93 12-40 Mendota Village 1,982,426 136,140 2,421,001 0 136,140 2,421,001 2,557,141 256,455 5/93 12/92 5-50 Midcity 3,102,095 15,058 6,611,666 4,800 15,058 6,616,466 6,631,524 831,766 6/94 9/93 5-27.5 Newport Housing 1,252,686 160,000 1,405,411 (3,274) 160,000 1,402,137 1,562,137 169,873 10/93 2/93 5-27.5 Newport Manor 960,136 31,908 1,175,109 26,161 31,908 1,201,270 1,233,178 143,310 12/93 9/93 5-40 F-87 Boston Capital Tax Credit Fund III L.P. - Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - ----------------------------------------- --------------------------------------------- --------------------------------------- Palantine LP 1,433,708 37,400 1,785,282 854 37,400 1,786,136 1,823,536 289,812 5/94 5/94 5-27.5 Riviera Apts. 1,711,123 100,000 2,979,700 579,524 132,400 3,559,224 3,691,624 536,751 12/93 12/92 5-27.5 Sable Chase 5,145,068 502,774 12,248,475 11,897 502,774 12,260,372 12,763,146 1,733,804 12/94 12/93 7-27.5 St.Croix Commons 1,113,590 44,681 2,607,046 (666,994) 44,681 1,940,052 1,984,733 284,901 12/94 10/94 5-27.5 St. Joseph SQ 961,599 37,500 1,167,702 473 37,500 1,168,175 1,205,675 135,542 9/93 5/93 5-40 Simmes- port 951,657 60,000 1,171,005 772 60,000 1,171,777 1,231,777 140,275 6/93 4/93 7-40 Stony- Ground 1,436,698 127,380 1,794,961 (3,650) 129,005 1,791,311 1,920,316 343,081 6/93 12/92 5-27.5 Summers- ville 623,008 20,000 774,259 0 20,000 774,259 794,259 176,620 6/93 5/93 5-27.5 F-88 Boston Capital Tax Credit Fund III L.P. - Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - ----------------------------------------- --------------------------------------------- --------------------------------------- Talbot Village 682,948 22,300 833,494 7,289 22,300 840,783 863,083 163,294 4/93 8/92 5-27.5 Tchula Elderly 836,162 20,000 1,071,899 1,332 20,000 1,073,231 1,093,231 133,225 12/93 7/93 5-27.5 Toulumne City 1,606,725 190,000 1,912,157 0 190,000 1,912,157 2,102,157 187,774 8/93 12/92 5-50 Turtle Creek 852,336 23,141 1,113,511 2,485 23,141 1,115,996 1,139,137 141,310 10/93 5/93 7-40 Twin Oaks Assoc. 1,473,132 45,000 1,776,674 7,868 45,000 1,784,542 1,829,542 233,281 9/93 12/92 5-27.5 Victoria Pointe 1,447,234 153,865 1,437,570 352,716 128,900 1,790,286 1,919,186 216,324 1/95 10/94 5-27.5 Viste Linda Apts. 2,509,415 143,253 2,961,671 2,518 143,253 2,962,569 3,107,442 498,383 12/93 1/93 5-27.5 Wakefield Housing 1,265,082 88,564 1,480,003 3,199 88,564 1,483,202 1,571,766 206,040 2/93 9/92 10-40 F-89 Boston Capital Tax Credit Fund III L.P. - Series 16 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- West End Manor 993,128 52,300 1,188,913 (298) 52,300 1,188,615 1,240,915 229,718 5/93 5/93 5-27.5 Westchester Oak Grove 1,217,182 38,010 2,281,529 41,234 35,000 2,322,763 2,357,763 503,487 4/93 12/92 5-27.5 Westchester St. Joe 1,632,404 100,000 3,211,620 65,437 100,000 3,277,057 3,377,057 654,983 6/93 7/93 5-27.5 Westville Prop. 721,771 25,000 912,139 0 25,000 912,139 937,139 190,189 7/93 2/93 5-25 Wilcox Inv. Group 1,106,534 58,500 1,376,329 0 58,500 1,376,329 1,434,829 146,050 6/93 1/93 7-50 Woodlands Apts 929,570 30,000 668,555 532,209 30,000 1,200,764 1,230,764 140,793 2/95 9/94 5-27.5 ---------- --------- ----------- ---------- --------- ----------- - ----------- ---------- 84,500,343 5,211,834 128,989,299 6,059,150 5,120,755 135,048,449 140,169,204 19,645,496 ========== ========= =========== ========== ========= =========== =========== ========== Since the Operating Partnerships maintain a calendar year end, the information reported on this schedule is as of December 31, 1997. *Decrease due to a reallocation of acquisition costs. **There were no carrying costs as of December 31, 1997. The column has been omitted for presentation purposes. F-90
Notes to Schedule III Boston Capital Tax Credit Fund III L.P. - Series 16 Reconciliation of Land, Building & Improvements current year changes Balance at beginning of period-04/01/92..........................$ 0 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 4,191,631 Improvements, etc................................. 0 Other............................................. 0 ---------- $ 4,191,631 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/93............................$ 4,191,631 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 32,686,042 Improvements, etc................................. 43,162,006 Other............................................. 0 ---------- $ 75,848,048 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/94............................$ 80,039,679 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 15,495,343 Improvements, etc................................ 41,448,097 Other............................................ 0 ----------- $ 56,943,440 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/95............................$136,983,119 F-91 Notes to Schedule III - continued Boston Capital Tax Credit Fund III L.P. - Series 16 Reconciliation of Land Building & Improvements current year changes Balance at close of period - 03/31/95............................$136,983,119 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 106,204 Improvements, etc................................ 5,007,023 Other............................................ 0 ----------- $ 106,204 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ (675,394) ----------- $ (675,394) ----------- Balance at close of period - 03/31/96............................$141,420,952 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 97,846 Other............................................ 0 ----------- $ 97,846 Deductions during period: Cost of real estate sold.........................$ (1,512,675) Other............................................ 0 ----------- $ (1,512,675) ----------- Balance at close of period - 03/31/97............................$140,006,124 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 163,080 Other............................................ 0 ----------- $ 163,080 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/98............................$140,169,204 =========== F-92 Notes to Schedule III - Continued Boston Capital Tax Credit Fund III L.P. - Series 16 Reconciliation of Accumulated Depreciation current year changes Balance at beginning of period - 04/01/92........................$ 0 Current year additions*...............................$ 0 --------- Balance at close of period - 3/31/93..............................$ 0 Current year additions*...............................$1,347,806 --------- Balance at close of period - 3/31/94..............................$ 1,347,806 Current year additions*...............................$3,630,765 --------- Balance at close of period - 3/31/95..............................$ 4,978,571 Current year additions*...............................$5,098,416 --------- Balance at close of period - 3/31/96..............................$10,076,987 Current year additions*...............................$4,859,372 --------- Balance at close of period - 3/31/97..............................$14,936,359 Current year additions*.................................$4,709,137 --------- Balance at close of period - 3/31/98..............................$19,645,496 ========== *-Total includes current year expense and amounts capitalized to building basis. F-93 Boston Capital Tax Credit Fund III L.P. - Series 17 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Annadale Housing 4,577,617 226,000 12,180,150 0 226,000 12,185,100 12,411,100 1,644,047 6/90 1/96 5-27.5 Artesia Prop. 1,423,532 30,730 1,865,231 1,115 30,730 1,866,346 1,897,076 273,299 9/94 9/94 5-27.5 Aspen Ridge 873,002 36,000 2,004,059 22,015 36,000 2,026,074 2,062,074 354,715 11/93 9/93 5-27.5 Bladen- boro 1,018,663 16,000 1,213,015 (27,474) 16,000 1,185,541 1,201,541 121,724 7/95 3/95 5-27.5 Brewer St. 1,201,077 0 2,296,514 14,880 0 2,311,394 2,311,394 438,809 7/93 6/93 5-27.5 Briarwood Apts. 917,416 38,500 20,850 1,203,704 38,952 1,224,554 1,263,506 102,260 7/93 6/93 5-27.5 Briarwood Village 1,133,273 42,594 1,418,259 2,214 42,594 1,420,473 1,463,067 216,956 5/94 10/93 5-27.5 F-94 Boston Capital Tax Credit Fund III L.P. - Series 17 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Briarwood Dekalb 1,556,606 96,000 2,943,443 15,207 96,000 2,958,650 3,054,650 318,234 6/94 10/93 5-40 Cairo Housing 1,073,827 17,000 1,309,062 9,267 17,000 1,318,329 1,335,329 257,494 4/93 5/93 7-27.5 California Inv VI 3,919,367 400,000 7,446,261 (1,596,778) 400,000 5,849,483 6,249,483 1,833,309 5/89 1/94 5-27.5 California Inv VII 8,934,496 803,050 25,913,966 236,129 803,050 26,150,095 26,953,145 3,714,028 12/93 12/93 5-27.5 Cambridge YMCA 2,561,302 95,200 5,135,233 4,458 95,200 5,139,691 5,234,891 904,281 12/93 4/93 5-27.5 Caneyville Prop. 479,633 36,000 601,775 (13,800) 36,000 587,975 623,975 115,559 4/93 5/93 5-27.5 Clinton Estates 740,556 47,533 891,872 0 47,533 891,872 939,405 125,643 12/94 12/94 5-27.5 Cloverport Prop. 758,953 21,500 947,659 (7,038) 21,500 940,621 962,121 176,476 7/93 4/93 5-27.5 College Green 3,781,020 225,000 6,774,847 38,689 225,000 6,813,536 7,038,536 703,949 8/95 3/95 5-27.5 - F-95 - Boston Capital Tax Credit Fund III L.P.- Series 17 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Croften Assoc. 807,528 46,511 961,097 0 46,511 961,097 1,007,608 110,105 3/93 4/93 5-27.5 Cypress Point 2,952,184 265,000 4,794,440 35,379 265,000 4,829,819 5,094,819 450,320 12/94 2/94 5-27.5 Deerwood Villlage 638,923 29,138 804,512 1,997 29,138 806,509 835,647 116,052 7/94 2/94 5-27.5 Doyle Village 1,173,713 100,000 1,435,520 2,266 100,000 1,437,786 1,537,786 218,430 4/94 9/93 5-27.5 Gallaway Assoc. 1,059,860 35,600 1,307,158 9,725 35,600 1,316,883 1,352,483 148,802 5/93 4/93 5-27.5 Glen- Ridge 2,051,802 350,000 2,208,213 2,638 350,000 2,210,851 2,560,851 242,513 6/94 6/94 5-27.5 Green Acres 1,216,346 173,447 1,366,874 3,692 173,447 1,370,566 1,544,013 204,508 1/95 11/94 5-27.5 Greenwood Place 1,063,598 44,400 299,685 1,119,901 44,400 1,419,586 1,463,986 122,311 8/94 11/93 7-40 Hackley Barclay 3,686,381 174,841 4,603,493 301,622 175,000 4,905,115 5,080,115 698,349 12/94 12/93 5-27.5 F-96 Boston Capital Tax Credit Fund III L.P. - Series 17 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Henson Creek 4,008,753 945,000 7,971,879 6,649 945,000 7,978,528 8,923,528 840,296 4/94 5/93 5-27.5 Hickman Assoc. 541,610 24,000 673,642 0 24,000 673,642 697,642 68,224 12/93 11/93 5-27.5 Houston Village 673,690 11,500 850,901 1,290 11,500 852,191 863,691 131,203 5/94 12/93 5-27.5 Ivywood 3,051,181 290,542 5,712,656 10,661 290,542 5,723,317 6,013,859 1,036,505 10/93 6/93 5-27.5 Jonestown Manor 869,905 0 311,764 932,471 36,900 1,244,235 1,281,135 100,485 12/94 12/93 7-40 Largo Center 3,862,987 1,012,500 7,262,001 26,983 1,012,500 7,288,984 8,301,484 687,448 6/94 3/93 5-27.5 Lee Terrace 1,492,281 93,246 4,573 1,706,293 93,246 1,710,866 1,804,112 221,712 12/94 2/94 5-27.5 Midland 978,259 60,000 2,422,788 2,298 60,000 2,425,086 2,485,086 298,540 6/94 9/93 5-27.5 Mount Vernon 2,305,194 200,000 3,141,984 137,425 200,000 3,279,409 3,479,409 392,295 12/88 2/89 5-27.5 F-97 Boston Capital Tax Credit Fund III L.P. - Series 17 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Oakwood of Bennet- sville 880,315 60,000 1,074,857 2,524 60,000 1,077,381 1,137,381 195,289 12/93 9/93 5-27.5 Opelousas Point 1,394,818 50,000 559,121 1,361,278 50,000 1,920,399 1,970,399 193,823 3/94 1/93 5-27.5 Palmetto Villas 1,615,004 60,724 2,034,151 0 60,724 2,034,151 2,094,875 276,166 4/94 5/94 5-27.5 Park Place II 1,180,200 112,000 1,408,102 1 112,000 1,408,103 1,520,103 219,639 4/94 2/94 7-27.5 Pinehurst 811,185 24,000 1,033,022 31,891 24,000 1,064,913 1,088,913 175,173 2/94 2/94 5-27.5 Quail Village 884,336 30,450 1,060,273 2,468 30,450 1,062,741 1,093,191 147,222 2/94 9/93 7-27.5 Sea Breeze 1,237,696 94,000 1,515,733 0 94,000 1,515,733 1,609,733 187,133 1/95 3/94 5-27.5 Shawnee Village 1,239,879 182,786 2,347,227 23,438 182,786 2,370,665 2,553,451 508,607 10/92 2/93 7-27.5 Sixth St. Apts 2,314,685 151,687 1,123,504 3,189,685 162,687 4,313,189 4,475,876 409,566 12/94 12/93 5-27.5 F-98 Boston Capital Tax Credit Fund III L.P. - Series 17 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ---------------------------------------------- Skowhegan Housing 1,708,870 100,000 2,121,472 45,390 100,000 2,166,862 2,266,862 301,580 6/94 9/93 5-27.5 Soledad 1,962,504 340,000 2,005,222 0 340,000 2,005,222 2,345,222 179,390 1/94 10/96 5-50 Sugarwood Park 3,549,760 281,875 5,949,680 1,697 281,875 5,951,377 6,233,252 674,318 7/95 4/94 5-27.5 Voorhees- ville 1,103,720 74,600 1,254,914 5,056 74,600 1,259,970 1,334,570 234,640 5/93 7/93 7-27.5 Waynesburg Housing 1,500,200 169,200 2,113,822 53,753 18,100 2,167,575 2,185,675 135,402 12/95 7/94 5-27.5 White Castle 778,284 84,800 948,687 4,474 84,800 953,161 1,037,961 129,016 5/94 6/94 27.5 ---------- --------- ----------- ---------- --------- ----------- - ----------- ---------- 89,545,991 7,802,954 145,645,163 5,706,224 7,700,365 154,575,646 162,276,011 21,355,845 ========== ========= =========== ========== ========= =========== =========== ========== Since the Operating Partnerships maintain a calendar year end, the information reported on this schedule is as of December 31, 1997. *Decrease due to a reallocation of acquisition costs. **There were no carrying costs as of December 31, 1997. The column has been omitted for presentation purposes. F-99
Notes to Schedule III Boston Capital Tax Credit Fund III L.P. - Series 17 Reconciliation of Land, Building & Improvements current year changes Balance at beginning of period-04/01/93..........................$ 0 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 58,662,502 Improvements, etc................................. 0 Other............................................. 0 ---------- $ 58,662,502 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. 0 ---------- $ 0 ----------- Balance at close of period - 03/31/94............................$ 58,662,502 Additions during period: Acquisitions through foreclosure..................$ 0 Other acquisitions................................ 31,044,766 Improvements, etc................................. 39,965,487 Other............................................. 0 ---------- $ 71,010,253 Deductions during period: Cost of real estate sold..........................$ 0 Other............................................. (26,680) ---------- $ (26,680) ----------- Balance at close of period - 03/31/95............................$129,646,075 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 9,769,183 Improvements, etc................................ 11,596,518 Other............................................ 0 ----------- $ 21,365,701 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ (13,800) ----------- $ (13,800) ----------- Balance at close of period - 03/31/96............................$150,997,976 F-100 Notes to Schedule III - continued Boston Capital Tax Credit Fund III L.P. - Series 17 Reconciliation of Land Building & Improvements current year changes Balance at close of period - 03/31/96............................$150,997,976 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 12,406,150 Improvements, etc................................ 133,058 Other............................................ 0 ----------- $ 12,539,208 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/97............................$163,537,184 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 337,191 Other............................................ 0 ----------- $ 337,191 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................$ (1,598,364) ----------- $ (1,598,364) ----------- Balance at close of period - 03/31/98............................$ 162,276,011 =========== F-101 Notes to Schedule III - Continued Boston Capital Tax Credit Fund III L.P. - Series 17 Reconciliation of Accumulated Depreciation current year changes Balance at beginning of period - 04/01/93.........................$ 0 Current year expense..................................$ 727,342 --------- Balance at close of period - 3/31/94..............................$ 727,342 Current year expense..................................$4,342,560 --------- Balance at close of period - 3/31/95..............................$ 5,069,902 Current year expense..................................$4,963,158 --------- Balance at close of period - 3/31/96..............................$10,033,060 Current year expense..................................$6,281,850 --------- Balance at close of period - 3/31/97..............................$16,314,910 Current year expense............................ ......$5,040,935 --------- Balance at close of period - 3/31/98..............................$21,355,845 ========== F-102 Boston Capital Tax Credit Fund III L.P. - Series 18 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Arch Devel- opment 2,612,884 107,387 6,724,849 19,132 107,387 6,743,981 6,851,368 771,382 12/94 4/94 7-27.5 Aurora LP 1,416,725 65,000 1,704,709 5,096 65,000 1,709,805 1,774,805 329,219 9/93 6,93 5-27.5 Bear Creek of Naples 4,920,780 488,011 8,884,145 1,722 491,639 8,885,867 9,377,506 1,330,688 4/95 3/94 5-27.5 Chatham LP 1,428,426 75,000 1,727,394 4,634 75,000 1,732,028 1,807,028 314,478 12/93 1/94 5-27.5 Chelsea Square 301,393 21,000 939,281 0 21,000 939,281 960,281 90,645 12/94 8/94 7-34 Clarke School 2,553,154 200,000 5,493,464 228,794 200,000 5,722,258 5,922,258 441,874 12/94 12/94 5-27.5 Ellijay Rental 826,339 48,000 1,000,609 0 48,000 1,000,609 1,048,609 75,045 1/95 1/94 40 Evergreen Hills 2,819,733 157,537 4,337,312 561,968 157,537 4,899,280 5,056,817 765,356 1/95 8/94 5-27.5 F-103 Boston Capital Tax Credit Fund III L.P. - Series 18 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Glen Place 1,235,919 60,610 3,489,218 (171,258) 60,610 3,317,960 3,378,570 433,277 6/94 4/94 5-27.5 Harris Housing 1,329,732 200,000 266,624 2,564,321 160,000 2,830,945 2,990,945 152,475 11/95 6/94 5-27.5 Humboldt I 710,376 40,191 845,252 0 40,191 845,252 885,443 103,682 4/95 8/94 5-27.5 Jackson Housing 866,522 30,250 1,080,272 (10,648) 30,250 1,069,624 1,099,874 138,354 6/94 1/94 5-27.5 Lakeview Meadows II 1,631,579 88,920 2,775,712 0 88,920 2,775,712 2,864,632 254,028 5/94 8/93 5-27.5 Lanthrop Properties 744,307 34,800 931,788 1,654 34,800 933,442 968,242 151,087 5/94 4/94 5-27.5 Leesville Elderly 1,255,777 144,000 2,018,242 0 144,000 2,018,242 2,162,242 179,483 6/94 6/94 7-40 Lockport Elderly 985,098 125,000 1,524,202 0 125,000 1,524,202 1,649,202 126,487 9/94 7/94 5-27.5 Maple Leaf Apts. 1,105,876 22,860 1,355,390 74,939 22,860 1,430,329 1,453,189 122,169 12/94 8/94 5-27.5 F-104 Boston Capital Tax Credit Fund III L.P. - Series 18 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Marengo Park 733,421 50,010 886,695 0 50,010 886,695 936,705 147,772 3/94 10/93 5-27.5 Natchitoches Elderly 962,038 50,000 1,634,279 10,000 50,000 1,644,279 1,694,279 125,454 12/94 6/94 7-40 Newton I 811,403 57,500 979,345 0 57,500 979,345 1,036,845 134,735 9/94 11/93 5-27.5 Oskaloosa I 484,154 32,000 589,423 476 32,000 589,899 621,899 80,595 9/94 11/93 5-27.5 Parvins LP 855,899 41,508 1,741,048 4,742 41,508 1,745,790 1,787,298 281,041 11/93 8/93 5-27.5 Peach Tree LP 1,488,901 157,027 1,617,470 2,306 157,027 1,619,776 1,776,803 345,248 7/93 1/94 5-27.5 Ponderosa Meadows 1,494,891 82,454 1,903,972 7,797 82,454 1,911,769 1,994,223 194,330 5/94 3/94 5-27.5 Preston Wood 1,207,101 66,000 2,515,136 0 66,000 2,515,136 2,581,136 371,556 12/94 12/93 5-27.5 Richmond Manor 1,034,866 54,944 1,285,522 266 54,944 1,285,788 1,340,732 209,475 6/94 6/94 5-27.5 Rio Grande 2,277,660 96,480 2,999,680 10,065 96,480 3,009,745 3,106,225 306,877 5/94 6/94 5-27.5 F-105 Boston Capital Tax Credit Fund III L.P.- Series 18 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Ripley Housing 504,829 14,000 646,850 4,799 14,000 651,649 665,649 57,796 7/94 1/94 5-40 San Joaquin Entpr. III 1,835,545 55,000 2,463,181 0 55,000 2,463,181 2,518,181 168,150 12/94 3/94 5-50 Troy Est. 698,219 45,000 826,432 11,798 45,000 838,230 883,230 147,820 1/94 12/93 5-27.5 Virginia Avenue 1,357,598 121,238 3,510,339 5,299 121,238 3,515,638 3,636,876 460,521 10/94 10/94 5-27.5 Vista Loma 1,609,548 267,612 1,600,128 44,416 267,612 1,644,544 1,912,156 149,911 9/94 5/94 5-27.5 Vivian Elderly 998,036 45,000 1,668,938 0 45,000 1,668,938 1,713,938 137,873 9/94 7/94 7-40 Westminister Meadows 2,099,908 250,000 3,605,890 5,880 250,000 3,611,770 3,861,770 571,604 11/94 12/93 5-27.5 ---------- --------- ---------- --------- --------- ---------- -- - -------- --------- 47,198,760 3,394,339 75,572,791 3,388,198 3,357,967 78,960,989 82,318,956 9,670,487 ========== ========= ========== ========= ========= ========== ========== ========= Since the Operating Partnerships maintain a calendar year end, the information reported on this schedule is as of December 31, 1997. *Decrease due to a reallocation of acquisition costs. **There were no carrying costs as of December 31, 1997. The column has been omitted for presentation purposes. F-106
Notes to Schedule III Boston Capital Tax Credit Fund III L.P. - Series 18 Reconciliation of Land, Building & Improvements current year changes Balance at beginning of period-04/01/93.......................$ 0 Additions during period: Acquisitions through foreclosure...............$ 0 Other acquisitions............................. 4,002,185 Improvements, etc.............................. 0 Other.......................................... 0 ---------- $ 4,002,185 Deductions during period: Cost of real estate sold.......................$ 0 Other.......................................... 0 ---------- $ 0 ----------- Balance at close of period - 03/31/94.........................$ 4,002,185 Additions during period: Acquisitions through foreclosure...............$ 0 Other acquisitions............................. 42,200,169 Improvements, etc.............................. 19,531,960 Other.......................................... 0 ---------- $ 61,732,129 Deductions during period: Cost of real estate sold.......................$ 0 Other.......................................... 0 ---------- $ 0 ----------- Balance at close of period - 03/31/95.........................$ 65,734,314 Additions during period: Acquisitions through foreclosure...............$ 0 Other acquisitions............................. 0 Improvements, etc.............................. 16,282,424 Other.......................................... 0 ----------- $ 16,282,424 Deductions during period: Cost of real estate sold.......................$ 0 Other.......................................... 0 ----------- $ 0 ----------- Balance at close of period - 03/31/96..........................$ 82,016,738 F-107 Notes to Schedule III - continued Boston Capital Tax Credit Fund III L.P. - Series 18 Reconciliation of Land Building & Improvements current year changes Balance at close of period - 03/31/96...........................$ 82,016,738 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 137,752 Other............................................ 0 ----------- $ 137,752 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/97...........................$ 82,154,490 =========== Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 164,466 Other............................................ 0 ----------- $ 164,466 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/98...........................$ 82,318,956 =========== F-108 Notes to Schedule III - Continued Boston Capital Tax Credit Fund III L.P. - Series 18 Reconciliation of Accumulated Depreciation current year changes Balance at beginning of period - 04/01/93.........................$ 0 Current year expense..................................$ 39,475 --------- Balance at close of period - 3/31/94..............................$ 39,475 Current year expense..................................$ 911,009 --------- Balance at close of period - 3/31/95..............................$ 950,484 Current year expense..................................$2,835,031 --------- Balance at close of period - 3/31/96..............................$ 3,785,515 Current year expense..................................$3,000,815 --------- Balance at close of period - 3/31/97..............................$ 6,786,330 ========== Current year expense.................................. $2,884,157 --------- Balance at close of period - 3/31/98..............................$ 9,670,487 ========== F-109 Boston Capital Tax Credit Fund III L.P. - Series 19 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Ankeney Housing 3,702,186 217,500 8,144,577 77,142 217,500 8,221,719 8,439,219 659,203 3/95 8/94 10-40 Carrollton Villa 1,289,993 60,015 2,682,843 (39,651) 60,015 2,643,192 2,703,207 352,584 3/95 6/94 5-27.5 Clarke School 2,553,154 200,000 5,493,464 228,794 200,000 5,722,258 5,922,258 441,874 12/94 12/94 12-40 Forest Associates 665,237 13,900 396,391 472,998 13,900 869,389 883,289 355,180 3/78 4/95 5-27.5 Garden Gate, Ft. Worth 5,839,879 678,867 2,532,572 6,400,876 678,867 8,933,448 9,612,315 940,910 5/95 5/95 5-27.5 Garden Gate, Plano 7,325,979 689,318 844,673 8,513,010 689,318 9,357,683 10,047,001 979,632 23/95 2/94 5-27.5 Hebbronville Apts. 520,486 50,711 650,002 0 50,711 650,002 700,713 60,965 4/94 12/93 7-40 Hollister Inv. Group 1,743,304 400,000 1,906,641 (62,130) 400,000 1,844,511 2,244,511 99,586 5/95 3/95 5-50 F-110 - Boston Capital Tax Credit Fund III L.P. - Series 19 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Holts Summit Square 1,294,714 110,373 524,966 2,018,479 110,373 2,543,445 2,653,818 345,393 12/94 6/94 5-27.5 Independence Properties 858,246 38,500 503,166 517,210 38,500 1,020,376 1,058,876 105,793 12/94 6/94 5-40 Jefferson Square 2,547,818 385,000 4,548,650 47,758 385,000 4,596,408 4,981,408 367,135 8/95 5/94 5-27.5 Jenny Lynn Properties 806,172 65,000 958,809 7,000 65,000 965,809 1,030,809 127,328 9/94 1/94 5-27.5 Jeremy Associates 3,794,626 522,890 6,954,516 49,155 522,890 7,003,671 7,526,561 340,957 12/95 6/96 5-27.5 Lone Star Senior 615,597 20,492 835,453 0 20,492 835,453 855,945 74,875 5/94 12/93 7-40 Madison L.P. 664,872 42,707 810,978 0 32,500 810,978 843,478 104,998 10/94 12/93 5-27.5 Manasura Villa 967,493 20,254 301,687 990,944 25,000 1,292,631 1,317,631 79,073 8/95 5/94 5-27.5 Martindale Apts. 684,833 40,270 861,032 0 40,270 861,032 901,302 85,292 1/94 12/93 7-40 F-111 Boston Capital Tax Credit Fund III L.P. - Series 19 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Munford Village 764,418 24,800 980,102 229 24,800 980,331 1,005,131 98,635 4/94 10/93 5-40 Northpointe LP 4,751,980 371,000 9,834,451 1,377 371,000 9,835,828 10,206,828 642,837 6/95 7/94 5-27.5 Sahale Heights 858,298 72,000 1,062,350 111 72,000 1,062,461 1,134,461 150,227 6/94 1/94 5-27.5 Sherwood Knoll 781,126 45,000 963,996 5,762 45,000 969,758 1,014,758 99,322 4/94 10/93 5-40 Sugarwood Park 3,549,760 281,875 5,949,680 1,697 281,875 5,951,377 6,233,252 674,318 7/95 4/94 5-27.5 Summerset Housing 960,190 68,665 1,160,825 (25,664) 68,665 1,135,161 1,203,826 86,320 11/95 1/94 7-27.5 Vista's Associates 3,286,144 831,600 7,055,338 5,229 831,600 7,060,567 7,892,167 634,578 1/95 12/93 5-27.5 Wedgewood Lane 1,002,164 85,000 1,106,604 5,050 85,000 1,111,654 1,196,654 111,994 9/94 6/94 5-40 F-112 - Boston Capital Tax Credit Fund III L.P. - Series 19 Schedule III - Real Estate and Accumulated Depreciation March 31, 1998 Subsequent Initial capitalized Gross amount at which cost to company costs** carried at close of period --------------- ----------- ------ - ----------------------- Buildings Buildings Accum. Con- Acq- Depre- Encum- and im- Improve- and im- Depre- struct uired ciation Description brances Land provements ments Land provements Total ciation Date Date Life - -------------------------------------------------------------------------------- - ------------------------------------------- Willowood Park 4,251,341 511,051 6,867,791 145,340 511,051 7,013,131 7,524,182 956,411 12/94 11/93 5-27.5 ---------- --------- ---------- ---------- --------- ---------- -- - -------- --------- 56,080,010 5,846,788 73,931,557 19,360,716 5,841,327 93,292,273 99,133,600 8,975,420 ========== ========= ========== ========== ========= ========== ========== ========= Since the Operating Partnerships maintain a calendar year end, the information reported on this schedule is as of December 31, 1997. *Decrease due to a reallocation of acquisition costs. There were no carrying costs as of December 31, 1997. The column has been omitted for presentation purposes. F-113
Notes to Schedule III Boston Capital Tax Credit Fund III L.P. - Series 19 Reconciliation of Land, Building & Improvements current year changes Balance at beginning of period-04/01/93.......................$ 0 Additions during period: Acquisitions through foreclosure...............$ 0 Other acquisitions............................. 9,012,131 Improvements, etc.............................. 0 Other.......................................... 0 ---------- $ 9,012,131 Deductions during period: Cost of real estate sold.......................$ 0 Other.......................................... 0 ---------- $ 0 ----------- Balance at close of period - 03/31/94.........................$ 9,012,131 Additions during period: Acquisitions through foreclosure...............$ 0 Other acquisitions............................. 24,845,235 Improvements, etc.............................. 13,156,474 Other.......................................... 0 ---------- $ 38,001,709 Deductions during period: Cost of real estate sold.......................$ 0 Other.......................................... 0 ---------- $ 0 ----------- Balance at close of period - 03/31/95.........................$ 47,013,840 Additions during period: Acquisitions through foreclosure...............$ 0 Other acquisitions............................. 410,291 Improvements, etc.............................. 52,257,570 Other.......................................... 0 ----------- $ 52,667,861 Deductions during period: Cost of real estate sold.......................$ 0 Other.......................................... 0 ----------- $ 0 ----------- Balance at close of period - 03/31/96..........................$ 99,681,701 F-114 Notes to Schedule III - continued Boston Capital Tax Credit Fund III L.P. - Series 19 Reconciliation of Land Building & Improvements current year changes Balance at close of period - 03/31/96.............................$ 99,861,701 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 7,477,406 Improvements, etc................................ 594,800 Other............................................ 0 ----------- $ 8,072,206 Deductions during period: Cost of real estate sold.........................$ (8,720,704) Other............................................ (124,499) ----------- $ (8,845,203) ----------- Balance at close of period - 03/31/97............................ $ 98,908,704 Additions during period: Acquisitions through foreclosure.................$ 0 Other acquisitions............................... 0 Improvements, etc................................ 224,896 Other............................................ 0 ----------- $ 224,896 Deductions during period: Cost of real estate sold.........................$ 0 Other............................................ 0 ----------- $ 0 ----------- Balance at close of period - 03/31/98.............................$ 99,133,600 =========== F-115 Notes to Schedule III - Continued Boston Capital Tax Credit Fund Limited Partnership - Series 19 Reconciliation of Accumulated Depreciation current year changes Balance at beginning of period - 04/01/93.........................$ 0 Current year expense..................................$ 98,220 --------- Balance at close of period - 3/31/94..............................$ 98,220 Current year expense..................................$ 418,117 --------- Balance at close of period - 3/31/95..............................$ 516,397 Current year expense..................................$2,779,948 --------- Balance at close of period - 3/31/96..............................$ 3,296,345 Current year expense..................................$2,591,856 --------- Balance at close of period - 3/31/97..............................$ 5,888,202 Current year expense....................................$3,087,218 --------- Balance at close of period - 3/31/98..............................$ 8,975,420 ========== F-116 EX-27 2
CT 0000879555 BOSTON CAPITAL TAX CREDIT FUND III L.P. 12-MOS MAR-31-1998 APR-01-1997 MAR-31-1998 131,189,787 0 0 0 0 131,189,787 341,565 0 (16,083,666) 0 0 0 (15,742,101) 0 0
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